Draft Letter of Offer

Dated: September 30, 2024

For Eligible Equity Shareholders only

(Please scan the QR Code to view the DLOF)

SUNSHIELD CHEMICALS LIMITED

Our Company was incorporated as "Sunshield Chemicals Private Limited" on November 19, 1986, as a Private Limited Company under the provisions of the Companies Act, 1956 and was
granted the Certificate of Incorporation by the Registrar of Companies, Mumbai. Subsequently our Company was converted into a Public Limited Company and the name of our
Company was changed to "Sunshield Chemicals Limited" on May 28, 1992, vide a fresh certificate of incorporation issued by the Registrar of Companies, Mumbai.

Registered Office: 1501-A, Universal Majestic, P.L. Lokhande Marg Behind R.B.K International Academy, Chembur, Mumbai – 400043, Maharashtra, India
Contact person: Amit Ashok Kumashi
Telephone: +91 022-25550126 | E-mail id: [email protected] | Website: www.sunshieldchemicals.com
Corporate Identity Number: L99999MH1986PLC041612
PROMOTERS OF OUR COMPANY: INDUS PETROCHEM LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SUNSHIELD CHEMICALS LIMITED (OUR "COMPANY" OR THE "ISSUER" ONLY)

NEITHER OUR COMPANY NOR ANY OF OUR PROMOTERS OR ANY OF OUR DIRECTORS HAVE BEEN DECLARED AS WILFUL DEFAULTERS OR FRAUDULENT BORROWERS
BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY
ISSUE OF UP TO [●] FULLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH OF OUR COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹[●]
PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) AGGREGATING UP TO ₹ 15,000 LAKHS# ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY
SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] RIGHTS EQUITY SHARE FOR EVERY [●] FULLY PAID UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY
SHAREHOLDERS ON THE RECORD DATE, THAT IS [●], 2024 (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE REFER TO "TERMS OF THE ISSUE" BEGINNING ON PAGE 174
OF THIS DRAFT LETTER OF OFFER.
#Assuming full subscription with respect to Rights Equity Shares.
PAYMENT SCHEDULE FOR RIGHTS EQUITY SHARES
AMOUNT PAYABLE PER RIGHTS EQUITY SHARE* Face Value (₹) Premium (₹) Total (₹)
On Application [●] [●] [●]
Total (₹) [●] [●] [●]
*For further details on Payment Schedule, see “Terms of the Issue” on page 174
WILFUL DEFAULTER(S) OR FRAUDLENT BORROWER(S)
Neither our Company nor our Promoter nor any of our Directors have been identified as Willful Defaulter(s) or Fraudulent Borrower(s).
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue
including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy
or adequacy of this Draft Letter of Offer. Specific attention of the investors is invited to "Risk Factors" beginning on page 22 of this Draft Letter of Offer before making an investment in this Issue.
ISSUER'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to our Company and the Issue, which is material
in the context of the Issue, and that the information contained in this Draft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or
intentions misleading in any material respect.
LISTING
The existing Equity Shares are listed on BSE Limited ("BSE") (the "Stock Exchange"). Our Company has received ‘in-principle’ approval from the BSE for listing the Rights Equity Shares to be allotted
pursuant to this Issue vide letter dated [●]. Our Company will also make application to the Stock Exchange to obtain its trading approval for the Rights Entitlements as required under the SEBI circular bearing
reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is the BSE.
LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

Fortress Capital Management Services Private Limited Bigshare Services Private Limited
2nd Floor, Daryanagar House, 69, Maharshi Karve Road, Office No S6-2, 6th Floor,
Mumbai – 400 002 Pinnacle Business Park, Next to Ahura Centre,
CIN: U67120MH2004PTC145815 Mahakali Caves Road,
Telephone: +91 022-22007973 Andheri (East) Mumbai 400 093
E-mail: [email protected] CIN: U99999MH1994PTC076534
Investor grievance e-mail id: [email protected] Telephone: +91 22 6263 8200
Contact person: Hitesh Doshi Email: [email protected]
Website: www.fortresscapital.in Investor grievance e-mail: [email protected]
SEBI registration number: INM000011146 Contact Person: Suraj Gupta
Website: www.bigshareonline.com
SEBI registration no.: INR000001385
ISSUE PROGRAMME
LAST DATE FOR ON MARKET
ISSUE OPENS ON ISSUE CLOSES ON#
RENUNCIATIONS*
[●] [●] [●]
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncee(s) on or
prior to the Issue Closing Date.
#The Rights Issue committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date).

Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
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 TABLE OF CONTENTS

SECTION I – GENERAL .................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 1
NOTICE TO INVESTORS................................................................................................................................... 11
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................ 14
FORWARD LOOKING STATEMENTS............................................................................................................. 17
SUMMARY OF THIS DRAFT LETTER OF OFFER ......................................................................................... 19
SECTION II – RISK FACTORS ....................................................................................................................... 22
SECTION III – INTRODUCTION ................................................................................................................... 40
THE ISSUE .......................................................................................................................................................... 40
GENERAL INFORMATION ............................................................................................................................... 42
CAPITAL STRUCTURE ..................................................................................................................................... 48
OBJECTS OF THE ISSUE ................................................................................................................................... 51
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS................................................................................ 61
SECTION IV: ABOUT OUR COMPANY ....................................................................................................... 65
INDUSTRY OVERVIEW .................................................................................................................................... 65
OUR BUSINESS .................................................................................................................................................. 75
OUR MANAGEMENT ........................................................................................................................................ 87
OUR PROMOTER ............................................................................................................................................... 96
DIVIDEND POLICY............................................................................................................................................ 97
SECTION V – FINANCIAL INFORMATION................................................................................................ 98
RESTATED FINANCIAL INFORMATION ....................................................................................................... 98
CAPITALISATION STATEMENT ................................................................................................................... 144
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................................................................................................... 145
MARKET PRICE INFORMATION .................................................................................................................. 156
SECTION VI – LEGAL AND OTHER INFORMATION ............................................................................ 158
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................ 158
GOVERNMENT AND OTHER STATUTORY APPROVALS ........................................................................ 163
OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................................................... 164
SECTION VII – ISSUE INFORMATION ..................................................................................................... 174
TERMS OF THE ISSUE .................................................................................................................................... 174
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................... 210
SECTION VIII – STATUTORY AND OTHER INFORMATION .............................................................. 212
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................... 213
DECLARATION ................................................................................................................................................ 218
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when
reading the information contained herein. The following list of certain capitalised terms used in this Draft Letter
of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

This Draft Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context
otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below.
References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act,
regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any
reference to a statutory provision shall include any subordinate legislation made from time to time under that
provision.

The words and expressions used in this Draft Letter of Offer, but not defined herein, shall have the same meaning
(to the extent applicable) ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the
SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms
used in sections / chapters titled "Industry Overview", "Statement of Tax Benefits", "Financial Information",
"Outstanding Litigation and Defaults" and "Terms of the Issue" on pages 65, 61, 98, 158 and 174 respectively,
shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

General Terms

Term Description
"Sunshield Chemicals Sunshield Chemicals Limited, a Public Limited Company incorporated under the
Limited" or "Our Company" Companies Act, 1956 and having its Registered Office at 1501-A, Universal
or "the Company" or "the Majestic, P.L. Lokhande Marg, Behind R.B.K. International Academy, Chembur,
Issuer" or "SCL" Mumbai – 400043.
"We", "Our", "Us", or "Our Unless the context otherwise requires, indicates or implies or unless otherwise
Group" specified, our Company

Company Related Terms

Term Description
Articles of Association/ The Articles of Association of our Company, as amended from time to time
Articles / AoA
Audit Committee The Board of Directors of our Company constituted the Audit Committee in
accordance with Regulation 18 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
and Section 177 of the Companies Act, 2013
Audited Financial Unless stated or the context requires otherwise, our financial data as at and for the
Statements Financial Year ended March 31, 2024, March 31, 2023, March 31, 2022 included
in this Draft Letter of Offer derived from the Restated Financial Statements for the
Financial Year ended March 31, 2024, March 31, 2023, March 31, 2022. For further
information, see "Financial Information" on page 98 of this Draft Letter of Offer.
Auditor / Statutory Auditor The current Statutory Auditor of our Company, namely, CNK & Associates LLP.
Board / Board of Directors Board of Directors of our Company including duly constituted committee thereof.
For details of the Board of Directors, see "Our Management" on page 87 of the
Draft Letter of Offer
Chairperson Dr. Maya Parihar Malhotra, the Chairperson of our Board
Chief Financial Officer / Ashish Kumar Agarwal, the Chief Financial Officer of our Company
CFO
Committee(s) Duly constituted committee(s) of our Board of Directors
Company Secretary Amit Ashok Kumashi, the Company Secretary and the Compliance Officer of our
and Compliance Officer Company
Directors Directors on the Board, as may be appointed from time to time

1
Term Description
Equity Shareholder / A holder of Equity Share(s) of our Company, from time to time
Shareholders
Equity Shares Equity shares of face value of ₹ 10 each of our Company
Executive Directors Executive Directors of our Company
Independent Director(s) Independent Director(s) of our Company as per Section 2(47) of the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and as
described in the chapter "Our Management" on page 87 of this Draft Letter of Offer
Key Managerial Personnel / Key Managerial Personnel of our Company as per the definition provided in Section
KMP 2(51) of the Companies Act, 2013 and Regulation 2(1) (bb) of the SEBI ICDR
Regulations as described in the "Our Management" on page 87 of this Draft Letter
of Offer.
Limited Review Financial The limited review unaudited financial statements for the three months period ended
Information/ Limited June 30, 2024, prepared in accordance with the Companies Act and SEBI Listing
Review Financial Regulations. For details, see "Financial Information" on page 98 of this Draft
Statements Letter of Offer
Materiality Policy Policy for Determination and Disclosure of Materiality of an Event or Information
adopted by our Board in accordance with the requirements under Regulation 30 of
the SEBI Listing Regulations, read with the materiality threshold adopted by the
Board of Directors through its resolution dated August 11, 2023, for the purpose of
litigation disclosures in this Draft Letter of Offer.
Memorandum of The Memorandum of Association of our Company, as amended from time to time.
Association / Memorandum
/ MoA
Nomination and The Board of Directors of our Company constituted the Nomination and
Remuneration Committee Remuneration Committee in accordance with Regulation 19 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended and Section 178 of the Companies Act, 2013.
Non-executive Director Non-executive Director(s) on our Board, as described in "Our Management" on
page 87 of this Draft Letter of Offer.
Registered Office The registered office of our Company at 1501-A, Universal Majestic, P.L.
Lokhande Marg, Behind R.B.K. International Academy, Chembur, Mumbai –
400043.
Registrar of Companies / The Registrar of Companies, Mumbai, Maharashtra.
RoC
Rights Issue Committee The Committee of our Board of Directors constituted through the Board resolution
dated August 09, 2024
Stakeholders' Relationship The Board of Directors of our Company constituted a Stakeholder Relationship
Committee Committee in accordance with Regulation 20 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended and Section 178 of the Companies Act, 2013.

Issue Related Terms

Term Description
Abridged Letter of Offer / Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respect
ALOF to the Issue in accordance with the provisions of the SEBI ICDR Regulations and
the Companies Act, 2013
Additional Rights Equity The Rights Equity Shares applied or allotted under this Issue in addition to the
Shares / Additional Equity Rights Entitlement
Shares
Allotment / Allot / Allotted Unless the context otherwise requires, the Allotment of Rights Equity Shares
pursuant to the Issue
Allotment Account The accounts opened with the Banker(s) to the Issue, into which the Application
Money blocked by Application Supported by Blocked Amount in the ASBA
Account, with respect to successful Applicants will be transferred on the Transfer
Date in accordance with Section 40(3) of the Companies Act, 2013

2
Term Description
Allotment Account Bank(s) Bank(s) which are clearing members and registered with SEBI as bankers to an
issue and with whom the Allotment Accounts will be opened, in this case being, [•].
Allotment Advice The note, advice or intimation of Allotment, sent to each successful Applicant who
has been or is to be Allotted the Rights Equity Shares after approval of the Basis of
Allotment by the Designated Stock Exchange
Allotment Date / Date of Date on which the Allotment is made pursuant to the Issue
Allotment
Allottee(s) Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue
Applicant(s) or Investors Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to apply or
make an application for the Rights Equity Shares pursuant to the Issue in terms of
the Draft Letter of Offer
Application Application made through submission of the Application Form or plain paper
Application to the Designated Branch(es) of the SCSBs or online / electronic
application through the website of the SCSBs (if made available by such SCSBs)
under the ASBA process to subscribe to the Rights Equity Shares at the Issue Price
Application Form / Unless the context otherwise requires, an application form (including online
Common Application Form application form available for submission of application through the website of the
SCSBs (if made available by such SCSBs) under the ASBA process) used by an
Investor to make an application for the Allotment of Rights Equity Shares in the
Issue
Application Money Aggregate amount payable at the time of Application in respect of the Rights Equity
Shares applied for in the Issue at the Issue Price.
Application Supported by Application (whether physical or electronic) used by an ASBA Applicants to make
Blocked Amount / ASBA an application authorizing the SCSB to block the Application Money in an ASBA
Account maintained with the SCSB.
ASBA Account Account maintained with the SCSB and as specified in the Application Form or the
plain paper Application, as the case may be, by the Applicant for blocking the
amount mentioned in the Application Form or the plain paper Application.
ASBA Circulars Collectively, SEBI circular bearing reference number
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular
bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011, SEBI
circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated
January 22, 2020, SEBI circular bearing reference number
SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 and any other circular
issued by SEBI in this regard and any subsequent circulars or notifications issued
by SEBI in this regard
Banker(s) to the Issue Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in this
case being [●]
Banker to the Issue Agreement dated [●], entered into by and among our Company, the Registrar to the
Agreement Issue, the Lead Manager and the Banker(s) to the Issue for collection of the
Application Money from Applicants/Investors making an application for the Rights
Equity Shares
Basis of Allotment The basis on which the Rights Equity Shares will be Allotted to successful
Applicants in consultation with the Designated Stock Exchange under this Issue, as
described in "Terms of the Issue" on page 174 of this Draft Letter of Offer
Controlling Branches / Such branches of the SCSBs which co-ordinate with the Registrar to the Issue and
Controlling Branches of the the Stock Exchange, a list of which is available on
SCSBs http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes,
updated from time to time or at such other website(s) as may be prescribed by the
SEBI from time to time.
Demographic Details Details of Investors including the Investor’s address, PAN, DP ID, Client ID,
occupation and bank account details, where applicable.
Designated Branches / Such branches of the SCSBs which shall collect the Application Form or
Designated SCSB Branches the plain paper application, as the case may be, used by the ASBA
Investors and a list which is available on http://www.sebi.gov.in/sebiweb
/other/OtherAction.do?doRecognised=yes, updated from time to time or at

3
Term Description
such other website(s) as may be prescribed by the SEBI from time to time.
Designated Stock Exchange BSE Limited
Depository(ies) NSDL and CDSL or any other depository registered with SEBI under the Securities
and Exchange Board of India (Depositories and Participants) Regulations, 2018 as
amended from time to time read with the Depositories Act, 1996.
Draft Letter of Offer / The Draft Letter of Offer dated September 30, 2024, filed with SEBI in accordance
DLOF with SEBI ICDR Regulations
Eligible Equity Existing Equity Shareholder(s) as on the Record Date i.e., [·]. Please note that the
Shareholder(s) / Eligible investors eligible to participate in the Issue exclude certain overseas shareholders.
Shareholder(s) For, further details, see "Notice to Investors" on page 11 of this Draft Letter of
Offer.
Fraudulent Borrower Fraudulent Borrower as defined under Regulations 2(1) (lll) of the SEBI ICDR
Regulations
Investor(s) Eligible Equity Shareholder(s) of our Company on the Record Date, [·], and the
Renouncee(s).
Issue Agreement Agreement dated September 30, 2024, between our Company and the Lead
Managers, pursuant to which certain arrangements are agreed to in relation to the
Issue.
ISIN International securities identification number i.e., INE199E01014
Issue / Rights Issue Issue of up to [●] Rights Equity Shares of face value of ₹ 10 each of our Company
for cash at a price of ₹[●] per Rights Equity Share (including a premium of ₹[●] per
Rights Equity Share) aggregating up to ₹ 15,000.00 Lakhs on a rights basis to the
Eligible Equity Shareholders of our Company in the ratio of [●] Rights Equity Share
for every [●] fully paid-up Equity Shares held by the Eligible Equity Shareholders
of our Company on the Record Date .
Issue Closing Date [●]
Issue Materials Collectively, the Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer,
the Application Form and Rights Entitlement Letter, any other issue material
relating to the Issue
Issue Opening Date [●]
Issue Period The period between the Issue Opening Date and the Issue Closing Date, inclusive
of both days, during which Applicants / Investors can submit their applications, in
accordance with the SEBI ICDR Regulations
Issue Price ₹ [●] per Rights Equity Share.
Issue Proceeds/ Gross The gross proceeds raised through the Issue
Proceeds
Issue Size Amount aggregating up to ₹ 15,000.00 Lakhs#
#
Assuming full subscription with respect to Rights Equity Shares
Lead Manager / LM Fortress Capital Management Services Private Limited
Letter of Offer / LOF The final letter of offer dated [·], to be filed with the Stock Exchange and with SEBI
Listing Agreement The listing agreements entered into between our Company and the Stock Exchanges
in terms of the SEBI Listing Regulations
Multiple Application Forms Multiple application forms submitted by an Eligible Equity Shareholder /
Renouncee in respect of the Rights Entitlement available in their demat account.
However supplementary applications in relation to further Equity Shares with /
without using additional Rights Entitlements will not be treated as multiple
application
Net Proceeds Issue Proceeds less the Issue related expenses. For further details, please refer to
"Objects of the Issue" on page 51 of this Draft Letter of Offer
Non-Institutional Investor / An Investor other than a Retail Individual Investor or Qualified Institutional Buyer
NII as defined under Regulation 2(1) (jj) of the SEBI ICDR Regulations
Off Market Renunciation
The renunciation of Rights Entitlements undertaken by the Investor by transferring them
through off-market transfer through a depository participant in accordance with the
SEBI Rights Issue Circulars and the circulars issued by the Depositories, from time
to time, and other applicable laws

4
Term Description
On Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by trading them
over the secondary market platform of the Stock Exchange through a registered
stock broker in accordance with the SEBI Rights Issue Circulars and the circulars
issued by the Stock Exchange, from time to time, and other applicable laws, on or
before [●]
Payment Schedule Payment schedule under which entire Issue Price is payable on Application.
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI
Buyer / QIB ICDR Regulations
Record Date Designated date for the purpose of determining the Equity Shareholders eligible to
apply for Rights Equity Shares, being [●]
Registrar to the Issue Bigshare Services Private Limited
Registrar Agreement Agreement dated September 30, 2024 entered into between our Company and the
Registrar to the Issue in relation to the responsibilities and obligations of the
Registrar to the Issue pertaining to the Issue
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) has been opened in
this case being [●]
Renouncee(s) Person(s) who has/have acquired Rights Entitlements from the Eligible Equity
Shareholders on renunciation either through On Market Renunciation or through
Off Market Renunciation in accordance with the SEBI ICDR Regulations, the SEBI
Rights Issue Circulars, the Companies Act and any other applicable law
RE ISIN ISIN for Rights Entitlement i.e. [●]
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements which shall commence from the Issue Opening Date i.e. [●]. Such
period shall close on [●], in case of On Market Renunciation. Eligible Equity
Shareholders are requested to ensure that renunciation through off-market transfer
is completed in such a manner that the Rights Entitlements are credited to the demat
account of the Renouncee on or prior to the Issue Closing Date i.e., [●]
Rights Entitlement(s) / Number of Rights Equity Shares that an Eligible Equity Shareholder is entitled to
RE(s) in proportion to the number of the Equity Shares held by the Eligible Equity
Shareholder on the Record Date, in this case being [●], would be [●] Equity Shares
for every [●] Equity Share held by an Eligible Equity Shareholder.

Pursuant to the provisions of the SEBI ICDR Regulations and the SEBI Rights Issue
Circulars, the Rights Entitlements shall be credited in dematerialized form in
respective demat accounts of the Eligible Equity Shareholders before the Issue
Opening Date.

The Rights Entitlements with a separate ISIN will be credited to the respective
demat account of Eligible Equity Shareholder before the Issue Opening Date,
against the Equity Shares held by the Eligible Equity Shareholders as on the Record
Date.
Rights Entitlement Letter Letter including details of Rights Entitlements of the Eligible Equity Shareholders.
The Rights Entitlements will also be accessible on the website of our Company and
Registrar
Rights Equity Shares / Equity Shares of our Company to be Allotted pursuant to this Issue
Rights Shares
SEBI Rights Issue Circulars SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13
dated January 22, 2020, read with SEBI circular bearing reference number
SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022, and any other circular
issued by SEBI in this regard and any subsequent circulars or notifications issued
by SEBI in this regard.
SCSB(s) / Self-Certified Self-certified syndicate banks registered with SEBI, which offers the facility of
Syndicate Banks ASBA. A list of all SCSBs is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes,
updated from time to time or at such other website(s) as may be prescribed by the
SEBI from time to time.

5
 Term Description
Stock Exchanges Stock exchange where the Equity Shares of our Company are presently listed, i.e.,
BSE Limited.
Transfer Date The date on which the Application Money blocked in the ASBA Account will be
transferred to the Allotment Account(s) in respect of successful Applications, upon
finalization of the Basis of Allotment, in consultation with the Designated Stock
Exchange
Wilful Defaulter / Company or person, as the case may be, categorized as a wilful defaulter or a
Fraudulent Borrower fraudulent borrower by any bank or financial institution (as defined under the
Companies Act, 2013) or consortium thereof, in accordance with the guidelines on
wilful defaulters issued by RBI
Working Day(s) In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means
all days on which commercial banks in Maharashtra are open for business. Further,
in respect of Issue Period, working day means all days, excluding Saturdays,
Sundays and public holidays, on which commercial banks in Mumbai are open for
business. Furthermore, for the time period between the Issue Closing Date and the
listing of Equity Shares on the Stock Exchange, working day means all trading days
of the Stock Exchange, excluding Sundays and bank holidays, as per circulars
issued by SEBI.

Business and Industry Related Terms

Term Description
Alkoxylation The chemical reaction used to produce surfactants
Antioxidants They are compounds that inhibit oxidation, a chemical reaction that can produce
free radicals
B2B Business-to-Business
EO Ethylene Oxide
EOC Ethylene Oxide Condensate
Ethoxylates A chemical process where ethylene oxide reacts with amine, alcohol or phenol
Ethylene Oxide Organic compound used in extensively in the chemical industry
EU European Union
HQEE Hydroquinone Bis (2-Hydroxyethyl) Ether
ISO International Organization for Standardization
JNPT Jawaharlal Nehru Port Trust
KL Kiloliters
KW Kilowatt
MT Metric ton
PLI Production-linked incentive
PP Propoxylate
REACH Registration, Evaluation, Authorization and Restriction of Chemicals (European
Regulation)
R&D Research and Development
RVA Raad Voor Accreditatie, a Dutch Council for Accreditation
THEIC Tris 2-Hydroxyethyl Isocyanurate
UF-resin Urea Formaldehyde Resin
US/USA The United States of America
US$ United States Dollar or US Dollar
YoY Year on Year

Conventional and General Terms/Abbreviations

Term Description
₹ / Rs. / Rupees / INR Indian Rupees
A/c Account
AGM Annual General Meeting

6
Term Description
AIF(s) Alternative Investment Funds, as defined and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
API Application Programming Interface
AS Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment Year
BSE BSE Limited
CAGR Compound Annual Growth Rate
CBDT Central Board of Direct Taxes, Government of India
Category I AIF AIFs who are registered as "Category I Alternative Investment Funds" under the
SEBI AIF Regulations
Category I FPIs FPIs who are registered as "Category I Foreign Portfolio Investors" under the SEBI
FPI Regulations
Category II AIF AIFs who are registered as "Category II Alternative Investment Funds" under the
SEBI AIF Regulations
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
Central Government Central Government of India
CIN Corporate Identity Number
CIT Commissioner of Income Tax
CLRA Contract Labour (Regulation and Abolition) Act, 1970
Civil Code Code of Civil Procedure 1908
Client ID The client identification number maintained with one of the Depositories in relation
to the demat account
Companies Act, 1956 Erstwhile Companies Act, 1956 along with the rules made thereunder (without
reference to the provisions thereof that have ceased to have effect upon the
notification of the Notified Sections)
Companies Act, 2013 / Companies Act, 2013 along with the rules made thereunder
Companies Act
CrPC Code of Criminal Procedure, 1973
Depositories Act Depositories Act, 1996
Depository(ies) A depository registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participant) Regulations, 1996
Depository Participant / DP A depository participant as defined under the Depositories Act
DIN Director Identification Number
DP ID Depository Participant’s Identification
DTAA Double Taxation Avoidance Agreement
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce
and Industry (formerly Department of Industrial Policy and Promotion),
Government of India
EBIT Earnings before interest and taxes
EBITDA Earnings before interest, tax, depreciation and amortization
ECS Electronic Clearance Service
EGM Extraordinary General Meeting
EMI Equated Monthly Instalments
EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952
EPS Earnings Per Share
FCNR Account Foreign Currency Non-Resident (Bank) account opened in accordance with the
FEMA
FDI Foreign Direct Investment
FDI Circular 2020 Consolidated FDI Policy dated October 15, 2020, issued by the Department for
Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019

7
Term Description
Financial Year / Fiscal Year Period of 12 months commencing on April 1 of the immediately preceding calendar
/ Fiscal year and ending on March 31 of that particular calendar year, unless otherwise
stated
FIR First Information Report
FOIR Fixed Obligations to Income Ratio
FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations, provided that any FII who holds a valid certificate of registration shall
be deemed to be an FPI until the expiry of the block of three years for which fees
have been paid as per the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations, 1995
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the
Offender Fugitive Economic Offenders Act, 2018
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
GAAP Generally Accepted Accounting Principles
GDP Gross Domestic Product
GoI / Government The Government of India
GST Goods and Services Tax
HUF Hindu Undivided Family
IBC / Insolvency Code Insolvency and Bankruptcy Code, 2016, as amended
ICAI Institute of Chartered Accountants of India
ICSI Institute of Company Secretaries of India
IEPF Investor Education and Protection Fund
IEPF Authority Investor Education and Protection Fund Authority established by the GOI under
Section 125 of the Companies Act, 2013
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Income Tax Act / IT Act Income-tax Act, 1961
Ind AS The Indian Accounting Standards as specified under section 133 of the Companies
Act 2013 read with Companies (Indian Accounting Standards) Rules 2015, as
amended
India Republic of India
Indian GAAP Generally Accepted Accounting Principles of India
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended
ISIN International Securities Identification Number
IBC Insolvency and Bankruptcy Code, 2016, as amended
IT Information Technology
ITAT Income Tax Appellate Tribunal
Ltd. Limited
LTV Loan-To-Value Ratio
MCA Ministry of Corporate Affairs
MIS Management Information System
Mn / mn Million
MSME Micro Small and Medium Enterprises
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of
(Mutual Funds) Regulations, 1996
N.A. or NA Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
Net Asset Value per Equity Net Worth / Number of Equity shares subscribed and fully paid outstanding as of
Share / NAV per Equity March 31 of that Financial Year
Share

8
Term Description
Net Worth Net worth means the aggregate value of the paid-up share capital and all reserves
created out of the profits and securities premium account and debit or credit balance
of profit and loss account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off, as per
the audited balance sheet, but does not include reserves created out of revaluation
of assets, write-back of depreciation and amalgamation
NBFC Non-Banking Financial Companies
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA and
are currently in effect
NPA Non-Performing Assets
NRE Account Non-resident External Account
NRI A person resident outside India, who is a citizen of India and shall have the same
meaning as ascribed to such term in the Foreign Exchange Management (Deposit)
Regulations, 2016
NRO Non-Resident Ordinary
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB / Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in which
not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003, and immediately before
such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Issue.
p.a. Per annum
P/E Ratio Price / Earnings Ratio
PAN Permanent Account Number
PAT Profit after tax
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
Pvt. Ltd. Private Limited
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended
RCU Risk Control Unit
Regulation S Regulation S under the United States Securities Act of 1933, as amended
RoC Registrar of Companies, Mumbai
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
SARFAESI Securitization and Reconstruction of Financial Assets and Enforcement of Security
Interest Act, 2002
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019, as amended
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
SEBI Listing Regulations / Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI LODR Regulations Requirements) Regulations, 2015, as amended
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
/ Takeover Regulations Takeovers) Regulations, 2011, as amended
Securities Act The United States Securities Act of 1993
SMS Short Message Service

9
Term Description
STT Securities Transaction Tax
State Government The Government of a State in India
Supreme Court Supreme Court of India
Total Borrowings Aggregate of debt securities, borrowings (other than debt securities) and
subordinated liabilities
U.S.$ / USD / U.S. Dollar / United States Dollar, the legal currency of the United States of America
US$ / US Dollar / $
USA / U.S. / US / United United States of America
States
U.S. SEC U.S. Securities and Exchange Commission
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
VCFssss Venture capital funds as defined and registered with SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI
AIF Regulations, as the case may be
w.e.f. With effect from
Year / Calendar Year Unless context otherwise requires, shall refer to the twelve-months period ending
December 31 of a particular year

10
 NOTICE TO INVESTORS

The distribution of this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, Application
Form and Rights Entitlement Letter (collectively, the “Issue Materials”) and the issue of Rights Entitlement
and Rights Equity Shares to persons in certain jurisdictions outside India may be restricted by legal
requirements prevailing in those jurisdictions. Persons in whose possession this Draft Letter of Offer, the Letter
of Offer, the Abridged Letter of Offer or Application Form may come are required to inform themselves about
and observe such restrictions.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch the
Issue Materials through email and courier only to Eligible Equity Shareholders who have a registered address
in India or who have provided an Indian address to our Company. This Draft Letter of Offer will be provided,
through email and courier, by the Registrar, on behalf of our Company, to the Eligible Equity Shareholders
who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer
and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make
a request in this regard.

Investors can also access this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer and the
Application Form from the websites of the Registrar, our Company, SEBI and the Stock Exchange. Our
Company, the Lead Manager, and the Registrar will not be liable for non-dispatch of physical copies of Issue
Materials, in the event the Issue Materials have been sent on the registered email addresses of such Eligible
Equity Shareholder(s).

No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for
that purpose, except that this Draft Letter of Offer is being filed with SEBI and Stock Exchange. Accordingly,
the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly, and this
Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer or any offering materials or
advertisements in connection with the Issue may not be distributed, in whole or in part, in any jurisdiction
(other than in India), except in accordance with legal requirements applicable in such jurisdiction. Receipt of
this Draft Letter of Offer, the Letter of Offer or the Abridged Letter of Offer (including by way of electronic
means) will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer
and, in those circumstances, this Draft Letter of Offer, the Letter of Offer, and the Abridged Letter of Offer
must be treated as sent for information purposes only and should not be acted upon for subscription to the
Rights Equity Shares and should not be copied or redistributed. Accordingly, persons receiving a copy of this
Draft Letter of Offer, the Letter of Offer or the Abridged Letter of Offer or Application Form should not, in
connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send this Draft
Letter of Offer, the Letter of Offer or the Abridged Letter of Offer to any person outside India where to do so,
would or might contravene local securities laws or regulations. If this Draft Letter of Offer, the Letter of Offer,
the Abridged Letter of Offer or Application Form is received by any person in any such jurisdiction, or by
their agent or nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights Entitlements
referred to in this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer or the Application
Form.

Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered
in the Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised
to acquire the Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and
regulations prevailing in his jurisdiction. Our Company, the Registrar, or any other person acting on behalf of
our Company reserves the right to treat any Application Form as invalid where they believe that Application
Form is incomplete, or acceptance of such Application Form may infringe applicable legal or regulatory
requirements and we shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in
respect of any such Application Form.

Neither the receipt of this Draft Letter of Offer nor any sale of Rights Equity Shares hereunder, shall, under
any circumstances, create any implication that there has been no change in our Company’s affairs from the
date hereof or the date of such information or that the information contained herein is correct as at any time
subsequent to the date of this Draft Letter of Offer or the date of such information.

11
The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by any
regulatory authority, nor has any regulatory authority passed upon or endorsed the merits of the offering of the
Rights Entitlements, the Rights Equity Shares or the accuracy or adequacy of this Draft Letter of Offer. Any
representation to the contrary is a criminal offence in certain jurisdictions.

The Issue Materials are supplied to you solely for the use of the person who receive it from our Company or
from the Registrar and may not be reproduced, redistributed or passed on, directly or indirectly, to any other
person or published, in whole or in part, for any purpose.

THE CONTENTS OF THIS DRAFT LETTER OF OFFER SHOULD NOT BE CONSTRUED AS

LEGAL, TAX OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO
ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF
THE ISSUE OF RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY,
EACH INVESTOR SHOULD CONSULT THEIR OWN COUNSEL, BUSINESS ADVISOR AND TAX
ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE
ISSUE OF RIGHTS EQUITY SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY
REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES
REGARDING THE LEGALITY OF AN INVESTMENT IN THE EQUITY SHARES BY SUCH
OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.

NO OFFER IN THE UNITED STATES

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States and may not be offered or sold in the
United States of America or the territories or possessions thereof ("United States"), except in a transaction
not subject to, or exempt from, the registration requirements of the Securities Act and applicable state securities
laws. The offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be
construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale in the United States or as
a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights Entitlement. There is no
intention to register any portion of the Issue or any of the securities described herein in the United States or to
conduct a public offering of securities in the United States.

Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from any
person, or the agent of any person, who appears to be, or who our Company or any person acting on our behalf
has reason to believe is in the United States when the buy order is made. Envelopes containing an Application
Form and Rights Entitlement Letter should not be postmarked in the United States or otherwise dispatched
from the United States or any other jurisdiction where it would be illegal to make an offer, and all persons
subscribing for the Rights Equity Shares and wishing to hold such Equity Shares in registered form must
provide an address for registration of these Equity Shares in India. Our Company is making the Issue on a
rights basis to Eligible Equity Shareholders and this Draft Letter of Offer/ Letter of Offer/ Abridged Letter of
Offer and Application Form and Rights Entitlement Letter will be dispatched only to Eligible Equity
Shareholders who have an address in India. Any person who acquires Rights Entitlements and the Rights
Equity Shares will be deemed to have declared, represented, warranted and agreed that, (i) it is not, and that
at the time of subscribing for such Rights Equity Shares or the Rights Entitlements, it will not be, in the United
States, and (ii) it is authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance
with all applicable laws and regulations.

Our Company reserves the right to treat any Application Form as invalid which: (i) does not include the
certification set out in the Application Form to the effect that the subscriber is authorised to acquire the Rights
Equity Shares or Rights Entitlement in compliance with all applicable laws and regulations; (ii) appears to us
or our agents to have been executed in or dispatched from the United States; (iii) where a registered Indian
address is not provided; or (iv) where our Company believes that the Application Form is incomplete or
acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our
Company shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any
such Application Form.

The Rights Entitlements may not be transferred or sold to any person in the United States.

12
The Rights Entitlements and the Equity Shares have not been approved or disapproved by the US Securities
and Exchange Commission (the "US SEC"), any state securities commission in the United States or any other
US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the Rights Entitlements, the Equity Shares or the accuracy or adequacy of this Draft Letter of Offer.

Any representation to the contrary is a criminal offence in the United States.

The above information is given for the benefit of the Applicants/ Investors. Our Company is not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of
this Draft Letter of Offer. Investors are advised to make their independent investigations and ensure that the
number of Rights Equity Shares applied for do not exceed the applicable limits under the applicable laws or
regulations.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM
OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE
REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

13
 PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Conventions

All references to "India" contained in this Draft Letter of Offer are to the Republic of India and its territories and
possessions and all references herein to the "Government", "Indian Government", "GoI", Central Government"
or the "State Government" are to the Government of India, central or state, as applicable.

Unless otherwise specified or the context otherwise requires, all references in this Draft Letter of Offer to the 'US'
or 'U.S.' or the 'United States' are to the United States of America and its territories and possessions. Unless
otherwise specified, any time mentioned in this Draft Letter of Offer is in Indian Standard Time ("IST"). Unless
indicated otherwise, all references to a year in this Draft Letter of Offer are to a calendar year.

A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever
applicable.

Unless stated otherwise, all references to page numbers in this Draft Letter of Offer are to the page numbers of
this Draft Letter of Offer.

Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this
Draft Letter of Offer have been derived from our Audited Financial Statements. For details, please see “Financial
Information” beginning on page 98 of this Draft Letter of Offer. Our Company’s financial year commences on
April 01 and ends on March 31 of next year. Accordingly, all references to a particular financial year, unless
stated otherwise, are to the twelve (12) month period ended on March 31 of that year.

The Government of India has adopted the Indian accounting standards ("Ind AS"), which are converged with the
International Financial Reporting Standards of the International Accounting Standards Board ("IFRS") and
notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended (the "Ind AS Rules").

Unless stated or the context requires otherwise, our financial data (a) as at and for the Financial Year ended March
31, 2024, March 31, 2023 and March 31, 2022 included in this Draft Letter of Offer is derived from the Audited
Financial Statements for the Financial Year ended March 31, 2024, March 31, 2023 and March 31, 2022; and (b)
Unaudited Interim Financial Information of our Company, and its share of net profit after tax and total
comprehensive income, which comprises of the statement of profit and loss (including other comprehensive
income) for the three-months period ended June 30, 2024 together with selected explanatory notes thereon,
prepared in accordance with Ind AS 34 "Interim Financial Reporting" prescribed under Section 133 of the
Companies Act read with relevant rules issued thereunder and other accounting principles generally accepted in
India. For further information, see “Financial Information” on page 98 of this Draft Letter of Offer.

The Audited Financial Statements of our Company for the Financial Year ended March 31, 2024, March 31, 2023
and March 31, 2022 and the unaudited Limited Review Financial Statements for the three months period ended
June 30, 2024 have been prepared in accordance with Ind AS, as prescribed under Section 133 of Companies Act
read with the Ind AS Rules and other the relevant provisions of the Companies Act and in accordance with the
SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised), 2019, issued by
the ICAI. Our Company publishes its financial statements in Rupees in Lakhs.

In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed
are due to rounding off and unless otherwise specified all financial numbers in parenthesis represent negative
figures. Our Company has presented all numerical information in the Financial Statements in whole numbers and
in this Draft Letter of Offer in "lakh" units or in whole numbers where the numbers have been too small to
represent in lakh. One lakh represents 1,00,000 and one million represents 1,000,000.

There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation of
the financial information to IFRS or US GAAP. Our Company has not attempted to also explain those differences

14
or quantify their impact on the financial data included in this Draft Letter of Offer, and you are urged to consult
your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to
which the financial information included in this Draft Letter of Offer will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the
Companies Act and the SEBI ICDR Regulations. Letter For further information, see “Financial Information”
beginning on page 98 of this Draft Letter of Offer.

Certain figures contained in this Draft Letter of Offer, including financial information, have been subject to
rounded off adjustments. All figures in decimals (including percentages) have been rounded off to one or two
decimals. However, where any figures that may have been sourced from third-party industry sources are rounded
off to other than two decimal points in their respective sources, such figures appear in this Draft Letter of Offer
rounded-off to such number of decimal points as provided in such respective sources. In this Draft Letter of Offer,
(i) the sum or percentage change of certain numbers may not conform exactly to the total figure given; and (ii)
the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for
that column or row. Any such discrepancies are due to rounding off.

Currency and Units of Presentation

All references to:

• "Rupees" or "₹" or "INR" or "Rs." are to Indian Rupee, the official currency of the Republic of India;
and
• "USD" or "US$" or "$" are to United States Dollar, the official currency of the United States of America.

Our Company has presented certain numerical information in this Draft Letter of Offer in "lakh" or "Lac" units
or in whole numbers. One lakh represents 1,00,000 and one million represents 1,000,000. All the numbers in the
document have been presented in lakh or in whole numbers where the numbers have been too small to present in
lakh. Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and
Analysis of Financial Conditions and Results of Operation” beginning on pages 22, 75, and 145 and elsewhere
in this Draft Letter of Offer, unless otherwise indicated, have been calculated based on our Financial Information.

Exchange Rates

This Draft Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as
a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Indian Rupee and other foreign currencies:
(in ₹)
Name of the Currency As of March 31, 2024 As of March 31, 2023 As of March 31, 2022
United States Dollar 83.37 82.22 75.81
Euro 90.21 89.60 84.66
(Source: RBI and FBIL reference rate)

Note: In case if March 31 and September 30 of any of the respective years / period is a public holiday, the previous Working Day not being
a public holiday has been considered. Since, March 31, March 30, and March 29, 2024, were public holidays, the exchange rate as of March
28, 2024, has been considered

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Letter of Offer has been obtained or derived
from publicly available information as well as industry publications and sources.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable, but their accuracy and completeness
are not guaranteed, and their reliability cannot be assured. Although we believe the industry and market data used
in this Draft Letter of Offer is reliable, it has not been independently verified by us. The data used in these sources

15
may have been reclassified by us for the purposes of presentation. Data from these sources may also not be
comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on
various factors, including those discussed in “Risk Factors” beginning on page 22 of this Draft Letter of Offer.
Accordingly, investment decisions should not be based solely on such information.

The extent to which the market and industry data used in this Draft Letter of Offer is meaningful depends
on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There
are no standard data gathering methodologies in the industry in which the business of our Company is
conducted, and methodologies and assumptions may vary widely among different industry sources.

16
 FORWARD LOOKING STATEMENTS

In this Draft Letter of Offer, we have included statements, which contain words or phrases such as "will", "may",
"aim", "is likely to result", "believe", "expect", "continue", "anticipate", "estimate", "intend", "plan",
"contemplate", "seek to", "future", "objective", "goal", "project", "should", "pursue" and similar expressions or
variations of such expressions, that are "forward looking statements".

All statements regarding our Company's expected financial conditions, results of operations, business plans and
prospects are forward looking statements. These forward-looking statements include statements as to our
Company's business strategy, planned projects, revenue and profitability (including, without limitation, any
financial or operating projections or forecasts), new business and other matters discussed in this Draft Letter of
Offer that are not historical facts. These forward-looking statements contained in this Draft Letter of Offer
(whether made by our Company or any third party), are predictions and involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of
our Company to be materially different from any future results, performance or achievements expressed or
implied by such forward looking statements or other projections.

Actual results may differ materially from those suggested by the forward looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which we operate and our ability to respond to them, our ability to successfully implement our
strategy, our growth and expansion, the competition in our industry and markets, technological changes, our
exposure to market risks, general economic and political conditions in India and globally, which have an impact
on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices,
performance of the financial markets in India and globally, changes in laws, regulations and taxes, incidence of
natural calamities and/or acts of violence. Important factors that could cause actual results to differ materially
from our Company's expectations include, but are not limited to, the following:
• We derive a significant part of our revenue from select customers. The loss of revenues from such
customers, could have an adverse impact on our financial condition.
• Our business is significantly dependent on a few suppliers for procurement of raw materials and an
inability to procure the desired quality and/or quantity of raw materials in a timely manner and at a
reasonable cost, or at all, may have a negative impact on our business, results of operations, financial
condition and cash flows.
• Our business is dependent and will continue to depend on our manufacturing facility, and we are subject
to certain risks in our manufacturing processes. Any slowdown or shutdown in our manufacturing facility
may have an adverse effect on our business and results of operations.
• There are pending litigations against our Company, certain of our Promoters, and our directors. Any
adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely
affect our business, results of operations and financial condition.
• Any adverse outcome from pending environmental litigation may result in financial penalties,
operational restrictions, or remediation obligations.
• The Registered office from where we carry out our business activities is leased from our Promoter Entity,
Indus Petrochem Limited. Any termination of such lease/license and/ or non-renewal could adversely
affect our operations.
• We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to
operate our business and our manufacturing facility, and any delay or inability in obtaining, renewing or
maintaining such permits, licenses and approvals could result in an adverse effect on our results of
operations.
• We face competition from both domestic as well as multinational corporations and our inability to
compete effectively may have a material adverse impact on our business, financial condition and results
of operations.
• Our success largely depends upon the services of our Directors, Senior Management Personnel, Key
Managerial Personnel and our ability to retain them. Demand for Senior Management Personnel and
Key Managerial Personnel in the industry is intense and our inability to attract and retain our Senior
Management Personnel and Key Managerial Personnel may affect the operations of our Company.
• We may not be able to adequately protect our intellectual property rights, and our business, financial
condition and results of operations may be adversely affected.

17
For further discussion of factors that could cause the actual results to differ from our estimates and expectations,
please refer to “Risk Factors”, “Our Business” and “Management's Discussion and Analysis of Financial
Position and Results of Operations” beginning on pages 22, 75 and 145 respectively of this Draft Letter of Offer.
By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been
estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.

Forward looking statements reflect the current views of our Company as of the date of this Draft Letter of Offer
and are not a guarantee of future performance. These statements are based on the management's beliefs and
assumptions, which in turn are based on currently available information. Although, we believe the assumptions
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to
be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our
Company, our Directors, our Promoters, nor any of their respective affiliates or advisors have any obligation to
update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with the SEBI ICDR Regulations, our Company will ensure that investors are informed of material
developments from the date of this Draft Letter of Offer until the time of receipt of the listing and trading
permissions from the Stock Exchange.

18
 SUMMARY OF THIS DRAFT LETTER OF OFFER

The following is a general summary of certain disclosures in this Draft Letter of Offer and is not exhaustive, nor
does it purport to contain a summary of all the disclosures in this Draft Letter of Offer or all details relevant to the
prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the
more detailed information appearing elsewhere in this Draft Letter of Offer, including, “Risk Factors”, “Objects
of the Issue”, “Our Business”, “Industry Overview” and “Outstanding Litigation and Material Developments”
beginning on pages 22, 51, 75, 65 and 158, respectively of this Draft Letter of Offer.

Primary Business of our Company

Our Company is engaged in the manufacturing of specialty chemicals, which comprise of low volume high value
chemicals with specific applications, that constitute a part of the Indian chemical industry and are targeted towards
specific end-use applications. They are produced by a complex, interlinked industry and comprise of products that
are sold based on their performance and function, rather than their composition.

For further information, please refer to “Our Business” beginning on page 75 of this Draft Letter of Offer.

Primary Industry in which our Company operates

Our Company operates in the Specialty Chemicals segment.

For further information, please refer to “Industry Overview” beginning on page 65 of this Draft Letter of Offer.

Our Promoters

The promoter of our Company is Indus Petrochem Limited

For further information please refer to “’Our Promoter” beginning on page 96 of this Draft Letter of Offer

Objects of the Issue

The Net Proceeds are proposed to be used in the manner set out in the following table:
(in ₹ Lakhs)
Particulars Amount#
Repayment or prepayment, in full or in part, of certain borrowings 9178
availed by our Company
Setting up of projects for expansion and modernization 2150
General Corporate Purposes [●]
Total Net Proceeds* [●]
#
To be finalized on determination of the Issue Price and updated in the Letter of Offer prior to filing with the SEBI and Stock Exchanges. The
amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
*Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted as per the Rights Entitlement
Ratio.

For further details, please see chapter titled "Objects of the Issue" beginning on page 51 of this Draft Letter of
Offer.

Summary of Financial Information

Following are the details as per the Unaudited Financial Statement for the three months period ended June 30,
2024 and for the Audited Financial Statement as at and for the Financial Years ended on March 31, 2024, March
31, 2023 and March 31, 2022:

19
 (₹ in lakhs)
Sr. Particulars Three months March 31, March 31, 2023 March 31, 2022
No. period ended 2024
June 30, 2024
1. Share Capital 735.00 735.31 735.31 735.31
2. Net Worth NA 8219.02 6599.88 5367.22
3. Revenue 7796.00 28,337.54 24,476.00 24,400.42
4. Profit/(Loss) after Tax 401.00 1884.67 1,366.11 2747.52
5. Earnings per share 5.45 25.63 18.58 13.13
6. Net Asset Value per NA 111.78 89.76 72.99
equity share
7. Total borrowings (as per NA 8547.33 7712.13 7854.05
balance sheet)

For further details, please refer to the section titled “Financial Information” on page 98 of this Draft Letter of
Offer.

Summary of Outstanding Litigation

A summary of outstanding litigation proceedings involving our Company as on the date of this Draft Letter of
Offer is provided below:
(₹ in lakhs)
Name of Entity Criminal Tax Statutory or Material Civil Aggregate
Proceedings Proceedings regulatory Litigations amount
Proceedings involved
Company
By our Company 1 NA NA NA 8.25*
# #
Against our Company 1 12 NA 2 1,622.76*
Directors (excluding Promoters)
By our Directors NA NA NA NA NA
Against our Directors 1# NA NA NA NA
Promoters
By our Promoters NA NA NA NA NA
Against our Promoters NA 3 NA NA 2,922.41
*To the extent quantifiable
#
Not quantifiable

For further information on the outstanding litigation proceedings, please refer to “Outstanding Litigation and
Material Developments” on page 158 of this Draft Letter of Offer.

Risk Factors

For details, please refer to the chapter titled “Risk Factors” beginning on page 22 of this Draft Letter of Offer.

Contingent Liabilities

For details, please refer to the section titled “Financial Information” beginning on page 98 of this Draft Letter
of Offer.

Related Party Transactions

For details, please refer to the section titled “Financial Information” beginning on page 98 of this Draft Letter
of Offer.

Issue of equity shares made in the last one year for consideration other than cash

Our Company has not made any issuances of Equity Shares for consideration other than cash in the last one year

20
immediately preceding the date of this Draft Letter of Offer.

Split or consolidation of Equity Shares in the last one year

Our Company has not undertaken a split or consolidation of Equity Shares in the last one year preceding the date
of this Draft Letter of Offer.

21
 SECTION II – RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information
disclosed in this Draft Letter of Offer, including the risks and uncertainties described below and the "Financial
Information" on page 98 of this Draft Letter of Offer, before making an investment in the Equity Shares. The risks
described below are not the only risks relevant to us or Equity Shares or the industries in which we currently
operate. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may
also impair our business, cash flows, prospects, results of operations and financial condition. In order to obtain
a complete understanding about us, investors should read this section in conjunction with “Industry Overview”,
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages, 65, 75 and 145 respectively, as well as the other financial information included in this
Draft Letter of Offer. If any of the risks described below, or other risks that are not currently known or are
currently deemed immaterial actually occur, our business, cash flows, prospects, results of operations and
financial condition could be adversely affected, the trading price of the Equity Shares could decline, and investors
may lose all or part of the value of their investment. The financial and other related implications of the risk factors,
wherever quantifiable, have been disclosed in the risk factors mentioned below.

However, there are certain risk factors where the financial impact is not quantifiable and, therefore, cannot be
disclosed in such risk factors. You should consult your tax, financial and legal advisors about the particular
consequences to you of an investment in this Issue. The following factors have been considered for determining
the materiality: (1) some events may not be material individually but may be found material collectively; (2) some
events may have material impact qualitatively instead of quantitatively; and (3) some events may not be material
at present but may have material impact in future.

This Draft Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the considerations described below and elsewhere in this Draft Letter of Offer. Any
potential investor in, and purchaser of, the Equity Shares should pay particular attention to the fact that our
Company is an Indian company and is subject to a legal and regulatory environment which, in some respects,
may be different from that which prevails in other countries. For further information, please refer to “Forward
Looking Statements” on page 17 of this Draft Letter of Offer.

Unless otherwise indicated or the context requires otherwise, the financial information included herein is based
on our Audited Financial Statements included in this Draft Letter of Offer. For further information, please refer
to “Financial Information” on page 98 Of this Draft Letter of Offer. In this section, unless the context requires
otherwise, any reference to "we", "us" or "our" refers to Sunshield Chemicals Limited.

INTERNAL RISK FACTORS

1. We derive a significant part of our revenue from select customers. The loss of revenues from such
customers, could have an adverse impact on our financial condition.

We depend on key customers for a significant portion of our revenues. For the Fiscal 2024, our top ten
customers contributed 57% of our total revenue from operations. We expect that we will continue to rely
on select customers for the foreseeable future for a significant part of our revenues. We cannot, however,
assure you that we will be able to continue to service these customers or obtain the same or enhanced
business from them. The loss of one or more of our significant customers or a reduction in the amount
of business we obtain from them whether due to circumstances specific to such customer, such as pricing
pressures or adverse market conditions affecting our supply chain could have an adverse effect on our
business, results of operations, financial condition and cashflows.

2. Our business is significantly dependent on a few suppliers for procurement of raw materials and an
inability to procure the desired quality and/or quantity of raw materials in a timely manner and at a
reasonable cost, or at all, may have a negative impact on our business, results of operations, financial
condition and cash flows.

We procure the primary raw materials used for our manufacturing process from domestic suppliers with
whom we do not have long term agreements. For the Fiscal 2024, and the three months period ended

22
 June 30, 2024, our top ten suppliers contributed approximately 72% and 73% respectively of our total
purchases. Further, our total purchases of raw materials are concentrated only to a few suppliers.

We have a mutual understanding with our primary suppliers and we also enter into agreements with them
from time to time. However, the absence of long-term supply contracts subjects us to risks such as price
volatility caused by various factors such as market fluctuations, climatic and environmental conditions,
production and transportation cost, changes in domestic government policies and regulatory changes. If
we cannot fully offset the increase in raw material prices with increase in the prices of our products, we
will experience lower profit margins, which in turn may have a material adverse effect on our results of
operations, financial condition and ultimately lead to a liquidity crunch. In the absence of such contracts,
we are also exposed to the risk of unavailability of certain raw materials in desired qualities and
quantities, in a timely manner.

3. Our business is dependent and will continue to depend on our manufacturing facility, and we are
subject to certain risks in our manufacturing processes. Any slowdown or shutdown in our
manufacturing facility may have an adverse effect on our business and results of operations.

We conduct our operations at our manufacturing facility at Raigad in Maharashtra, India. Our
manufacturing facility is supported by infrastructure for storage of raw materials and finished goods,
together with quality control equipment and team. These manufacturing facilities are subject to the
normal risks of industrial production, including natural disasters, directives from government agencies
and power interruptions. For further details, please see “Our Business – Manufacturing facilities” on
page 82 of this Draft Letter of Offer. Therefore, We cannot assure that we will not go through closure or
shutdown of manufacturing facilities in the future. Further, since we have only one manufacturing
facility, we are not able to shift our production to another location without significant expense or delay,
and therefore a significant disruption to our production at Raigad could materially and adversely affect
our business, financial condition and results of operations.

We depend on public/state power supply utilities for supply of power to our manufacturing facility. Any
extended power supply interruption may result in reduced production. For further details, please see “Our
Business - Power” on page 82 of this Draft Letter of Offer. Any shortage or interruption in the supply of
electricity may adversely affect our operations and increase our production costs. This could lead to
delays in delivery of our products or non-delivery, resulting in loss of revenue and damage to our
reputation or customer relationships. Our manufacturing facility uses complex equipment and machinery,
and the breakdown or failure of equipment or machinery may result in us having to make repairs or
procure replacements which may require considerable time and expense and as a result, our results of
operations and financial condition could be adversely affected.

4. There are pending litigations against our Company, certain of our Promoters, and our directors. Any
adverse decision in such proceedings may render us/them liable to liabilities/penalties and may
adversely affect our business, results of operations and financial condition.

Our Company is involved in certain legal proceedings. These legal proceedings are pending at different
levels of adjudication before various courts and tribunals or other governmental authorities. The amounts
claimed in these proceedings have been disclosed to the extent ascertainable and include amounts
claimed jointly and severally from us and other parties. Should any new developments arise, such as any
change in applicable Indian law or any rulings against us by appellate courts or tribunals, we may need
to make provisions in our financial statements that could increase expenses and current liabilities. Any
adverse decision in such legal proceedings may have a material adverse effect on our business, financial
condition, results of operations and cash flows.

A summary of outstanding litigation proceedings involving our Company, our Promoters, our Directors
and our Group Company as on the date of this Draft Letter of Offer and as disclosed in the section titled
“Outstanding Litigation and Other Material Developments” in terms of the requirements under the SEBI
ICDR Regulations is provided below:

23
 (₹ in lakhs)
Name of Criminal Tax Statutory or Material Aggregate
Entity Proceedings Proceeding Regulatory Civil amount
Company Proceedings Litigation involved
Against our 1 12 NA 2 1,622.76*
Company
By our 1 NA NA NA 8.25
Company
Directors
Against our 1# NA NA NA NA
Director
By our Director NA NA NA NA NA
Promoter
Against our NA 3 NA NA 2,922.41
Promoters
By our NA NA NA NA NA
Promoters
*To the extent quantifiable
#
Not quantifiable

Further, except as disclosed in “Outstanding Litigation” on page 158. We do not have any subsidiaries,
due to which the litigations with respect to our subsidiaries have not been included.

If any of any future litigations are decided against our Company, we may need to make provisions in our
financial statements that could increase our expenses and current liabilities. In this regard, we may be
subject to penalties and regulatory actions including the suspension of our business. There can be no
assurance that these litigations will be decided in favor of our Company or in the favor of our Promoter
or Directors and such proceedings may divert management time and attention and consume financial
resources in their defense or prosecution. An adverse outcome in any of these proceedings may affect
our reputation, standing and future business, and could have an adverse effect on our business, prospects,
financial condition, results of operations and cash flows.

5. Any adverse outcome from pending environmental litigation may result in financial penalties,
operational restrictions, or remediation obligations.

Our Company is currently involved in legal proceedings under the Environment (Protection) Act, 1986.
The case alleges that we discharged untreated effluents into the Amba River, contributing to water
pollution. While we are actively defending ourselves against these allegations, we cannot predict its
outcome at this stage. Any adverse judgment or regulatory action could result in financial penalties,
operational restrictions, or remediation obligations, which may materially impact our financial condition
and operations. Additionally, ongoing litigation or any negative publicity associated with this case could
affect our reputation.

6. The Registered office from where we carry out our business activities is leased from our Promoter
Entity, Indus Petrochem Limited. Any termination of such lease/license and/ or non-renewal could
adversely affect our operations.

Our Registered office is situated at 1501-A, Universal Majestic, P.L. Lokhande Marg Behind R.B.K
International Academy, Chembur, Mumbai – 400043, Maharashtra, India, from where we carry out our
business activities. We have leased this office space from our Promoter, Indus Petrochem Limited on
leave and license basis vide an agreement dated December 24, 2021 for a period of 36 months effective
from December 01, 2021. Uploaded. Any termination of the agreement whether due to any breach or
otherwise or non-renewal thereof, could temporarily disrupt our functioning and affect the business
operations.

24
7. We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals
to operate our business and our manufacturing facility, and any delay or inability in obtaining,
renewing or maintaining such permits, licenses and approvals could result in an adverse effect on our
results of operations.

Our operations are subject to extensive government regulation, and we are required to obtain and
maintain a number of statutory and regulatory permits and approvals under central, state and local
government rules in the geographies in which we operate, generally for carrying out our business
operations. We may need to apply for more approvals, including the renewal of approvals which may
expire from time to time, and approvals in the ordinary course of business.

Any inability to renew these approvals may have an adverse effect on our operations. We cannot assure
you that such approvals will be issued or granted to us, or at all. If we fail to obtain or retain any of these
approvals or licenses or renewals thereof, in a timely manner or at all, our business operations may be
adversely affected.

The approvals required by us are subject to numerous conditions and we cannot assure you that these
would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any
terms or conditions thereof, or pursuant to any regulatory action. If we fail to comply with the applicable
regulations or if the regulations governing our business operations are amended, we may incur increased
costs, be subjected to penalties, have our approvals and permits revoked or suffer from disruption in our
operations, any of which could adversely affect our business operations.

8. We face competition from both domestic as well as multinational corporations and our inability to
compete effectively may have a material adverse impact on our business, financial condition and
results of operations.

We face competition in our business based on pricing, relationships with customers, product quality,
customization, and innovation. We face pricing pressures from companies, that are able to produce such
products at competitive costs and consequently, may supply their products at cheaper prices. We are
unable to assure you that we shall be able to meet the pricing pressures imposed by such domestic or
multinational competitors which would adversely affect our business, financial condition and results of
operations. Additionally, some of our competitors may have greater financial, research and technological
resources, larger sales and marketing teams and more established reputation. They may also be in a better
position to identify market trends, adapt to changes in industry, innovate and develop new products, offer
competitive prices due to economies of scale and also ensure product quality and compliance.

9. Our success largely depends upon the services of our Directors, Senior Management Personnel, Key
Managerial Personnel and our ability to retain them. Demand for Senior Management Personnel
and Key Managerial Personnel in the industry is intense and our inability to attract and retain our
Senior Management Personnel and Key Managerial Personnel may affect the operations of our
Company.

Our Directors, Senior Management Personnel and Key Managerial Personnel have substantially
contributed for our growth. Our success is substantially dependent on the expertise and services of our
Directors, Senior Management Personnel and Key Managerial Personnel. They provide expertise which
enables us to take well informed decisions in relation to our business and prepare our Company for future
challenges. Our future performance will depend upon the continued services of these persons. Demand
for Senior Management Personnel and Key Managerial Personnel in the industry is intense. However,
our Board of Directors, as a part of their role and responsibilities, have been entrusted with the obligation
of selecting, compensating, monitoring, replacing and succession planning for Senior Management
Personnel and Key Managerial Personnel of our Company. In the event of an exit by any Senior
Management Personnel and/or Key Managerial Personnel, appropriate steps for replacement of the
person are taken by our Company to ensure smooth transition of roles and responsibilities so as to avoid
any disruptions in the operations and management of the business of the Company.

The loss of the services of such Director or Senior Management Personnel or Key Managerial Personnel
of our management team and the failure of any succession plans to replace such key members could have

25
 an adverse effect on our business and the results of our operations.

10. We may not be able to adequately protect our intellectual property rights, and our business, financial
condition and results of operations may be adversely affected.

Our corporate logo is registered under classes 1,2 and 17 of the Trademark Act,
1999. Our class 1 and 4 trademarks were advertised but opposed by PI Industries and Shield Lubricants
respectively. We also have 10 other trademarks which are currently operational in India, for which we
have obtained valid registration certificates under the Trademarks Act, 1999. If we are unable to renew
or register our trademark for various reasons or if any of our unregistered trademark are registered in
favour of or used by a third party in India or abroad, we may not be able to claim registered ownership
of such trademark and consequently, we may not be able to seek remedies for infringement of those
trademarks by third parties other than relief against passing off by other entities, causing damage to our
business prospects, reputation and goodwill in India and abroad. Apart from this, any failure to register
or renew registration of our registered trademark may affect our right to use such trademark in future.
Further, our efforts to protect our intellectual property in India and abroad may not be adequate and any
third-party claim on any of our unprotected intellectual property may lead to erosion of our business
value and our reputation, which could adversely affect our operations. Third parties may also infringe or
copy our registered brand name in India and abroad which has been registered by us in India. We may
not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our
trademarks in India and abroad.

Further, if we do not maintain our brand name and identity, which we believe is one of the factors that
differentiates us from our competitors, we could lose our customers, which would negatively affect our
financial performance and profitability. Moreover, our ability to protect, enforce or utilize our brand
name is subject to risks, including general litigation risks. Furthermore, we cannot assure you that such
brand name will not be adversely affected in the future by actions that are beyond our control, including
customer complaints or adverse publicity from any other source in India and abroad. Any damage to our
brand name, if not immediately and sufficiently remedied, could have an adverse effect on our business
and competitive position in India and abroad.

11. We are dependent on third party transportation and logistics service providers for delivery of our
products to our customers as well as raw material to our manufacturing facility. Any delay in delivery
of our products or raw materials or increase in the charges of these entities could adversely affect our
business, results of operations and financial condition. We may also be exposed to the risk of theft,
accidents and/or loss of our products in transit.

Our manufacturing operations are dependent on timely and cost-efficient transportation of raw materials
to our facilities and of the products we manufacture to our customers. We transport our raw materials
and our finished products by air, road and sea. Depending on the terms of supply, the raw material is
delivered by our suppliers on to pay or paid basis or we rely on third party logistic companies and freight
forwarders for the delivery of our raw materials. We do not have formal contractual relationships with
such logistic companies and freight forwarders. Any disruption in services by such third-party logistic
companies and freight forwarders could impact our manufacturing operations and delivery of our
finished products to our customers.

Further, transportation strikes could also have an adverse effect on supplies and deliveries to and from
our customers and suppliers. Any disruptions of logistics in the future could impair our ability to deliver
our products on time, which could materially and adversely affect our business, results of operations and
financial condition. Further, depending on the terms of sales, we also rely on third party logistic
companies to deliver our finished products on to pay or paid basis. For exports, we sell our finished
products on a cost, insurance and freight basis (CIF) or freight on board basis (FOB). For exports, our
freight forwarders co- ordinate with the shipping line to file and release the necessary bills of lading or
waybills. We are subject to the risk of increases in freight costs. If we cannot fully offset any increases
in freight costs through increases in the prices for our products, we would experience lower margins. In
addition, any increase in export tariffs would increase our operating expenses which in turn may
adversely affect our business, results of operations and financial condition.

26
 Furthermore, we are exposed to the risk of theft, accidents and/or loss of our products in transit. While
we believe we have adequately insured ourselves against such risk, we cannot assure you that our
insurance will be sufficient to cover the losses arising due to such theft, accidents and/or loss of our
products in transit. We cannot assure you that such incidents will not occur in future. Any such acts could
result in serious liability claims (for which we may not be adequately insured) which could adversely
affect our business, results of operations and financial condition. Any losses or claims from damage
containers, not covered by our insurance, could adversely affect our business, results of operations and
financial condition.

12. The present corporate promoter Indus Petrochem Limited is in the similar line of business activity in
which the issuer Company is engaged which may create a conflict of interest. Further, we do not enjoy
contractual protection by way of a non-compete or other agreement or arrangement with our corporate
promoter.

Our Corporate Promoter, Indus Petrochem Limited, is engaged in the business of trading in
Oleochemicals. The corporate Promoter does not manufacture any specialty chemicals and only trades
in Oleochemicals. Our Company has not signed an agreement/ document with our promoter company as
to confirm that it will not manufacture or sell products to our customers. There can be no assurance that
our Promoter will not compete with our existing business or any future business that we may undertake
or that their interests will not conflict with ours. Any such present and future conflicts could have material
adverse effect on our reputation, business, results of operations and financial condition.

13. We are subject to certain risks consequent to our operations involving the manufacture, usage and
storage of chemical and hazardous substances.

Our manufacturing processes involve manufacturing, storage and transportation of various chemical
substances and certain raw materials that we use in the production of our products, and we are required
to obtain approvals from various authorities for storing these substances. We are subject to operating
risks associated with handling of such materials such as possibility for leakages and ruptures from
containers, explosions, and the discharge or release of hazardous substances, which in turn may cause
personal injury and environmental contamination. However, there have been no such incidences of
leakages and ruptures from containers, explosions, and the discharge or release of hazardous substances
happened in the past at our Manufacturing Facilities. In the event of occurrence of any such accidents,
our business operations may be interrupted. Any of these occurrences may result in the shutdown of our
Manufacturing Facilities and expose us to civil and / or criminal liability which could have an adverse
effect on our business, financial condition and results of operations. Further, such occurrences may result
in the termination of our approvals for storing such substances or penalties thereunder.

14. Our inability to successfully implement some or all our business strategies in a timely manner or at
all could have an adverse effect on our business. Further, our inability to effectively manage any of
these issues may adversely affect our business growth and, as a result, impact our businesses, financial
condition and results of operations.

Our success will depend largely on our ability to effectively implement our business and growth
strategies. We cannot assure you that we will be able to execute our strategies in a timely manner or
within budget estimates or that we will meet the expectations of our customers and other stakeholders.
We believe that our business and growth strategies will place significant demands on our management
and other resources and will require us to develop and improve operational, financial and other internal
controls. Further, our business and growth strategies may require us to incur further indebtedness. Any
inability to manage our business and growth strategies could adversely affect our business, financial
condition and results of operations.

In addition, we believe that our ability to implement our business and growth strategies will also depend
on our ability to expand the capacity at our existing manufacturing facilities or setting up new
manufacturing facilities. Further, the increased installed manufacturing capacity at these facilities may
not, in the future, be adequate for us to implement our business and growth strategies. In addition, our
proposed expansion plans may be subject to time and cost overruns.

27
 Our inability to maintain our growth or failure to successfully implement our growth strategies within
time and cost expectations could have an adverse impact on the results of our operations, our financial
condition and our business prospects.

15. We are subject to strict quality requirements and sales of our products is dependent on our quality
controls and standards. Any failure to comply with quality standards may adversely affect our business
prospects and financial performance, including cancellation of existing and future orders.

All our products and manufacturing processes are subject to stringent quality standards and specifications
of our customers. As a result, any failure on our part to maintain applicable standards and manufacture
products according to prescribed quality specifications, may lead to loss of reputation and goodwill,
cancellation of the order, loss of customers, rejection of the product, which will require us to incur
additional cost, that may not be borne by the customer, which could have an adverse impact on our
business prospects and financial performance. Additionally, it could expose us to pecuniary liability and/
or litigation. The quality of our products is critical to the success of our business, which, in turn, depends
on a number of factors, including the design of our system, and the implementation and application of
our quality control policies and guidelines. Any significant failure or deterioration of our quality control
system could result in defective or substandard products, which, in turn, may result in delays in the
delivery of our products and the need to replace defective or substandard products. Further, we may be
required to incur additional expenditure in upgrading our quality control systems and obtain and maintain
additional quality certifications and accreditations.

16. We are subject to increasingly stringent environmental, health and safety laws, regulations and
standards. Non- compliance with and adverse changes in health, safety, labour, and environmental
laws and other similar regulations to our manufacturing operations may adversely affect our business,
results of operations and financial condition.

We are subject to a wide range of laws and government regulations, including in relation to safety, health,
labour, and environmental protection. These safety, health, labour, and environmental protection laws
and regulations impose controls on air and water release or discharge, noise levels, storage handling,
treatment, processing, along with other aspects of our manufacturing operations. For instance, there is a
limit on the amount of pollutant discharge that our manufacturing facility may release into the air and
water. Environmental laws and regulations in India have become and continue to be more stringent, and
the scope and extent of new environmental regulations, including their effect on our operations, cannot
be predicted with any certainty. In case of any change in environmental or pollution regulations, we may
be required to invest in, among other things, environmental monitoring, pollution control equipment, and
emissions management and other expenditure to comply with environmental standards. Any failure on
our part to comply with any existing or future regulations applicable to us may result in legal proceedings,
including public interest litigation being commenced against us, third party claims or the levy of
regulatory fines. Further, any violation of the environmental laws and regulations may result in fines,
criminal sanctions, revocation of operating permits, or shutdown of our manufacturing facility. The
occurrence of any of these events could have an adverse effect on our business, results of operations and
financial condition.

17. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded
manufacturing capacities could have an adverse effect on our business, future prospects and future
financial performance.

As on the date of this Draft Letter of Offer, we operate one manufacturing facility. In particular, the level
of our capacity utilization can impact our operating results. High-capacity utilization allows us to spread
our fixed costs, resulting in higher gross profit margin. Our product mix also affects capacity utilization
of our manufacturing facility, and the demand and supply balance and the average selling prices of our
products, would in turn affect our gross profit margin. Our capacity utilization is affected by the
availability of raw materials, industry/ market conditions as well as by the product requirements of, and
procurement practice followed by, our customers. In the event that we are unable to procure sufficient
raw materials, we would not be able to achieve full capacity utilization of our manufacturing facility,
resulting in operational inefficiencies which could have a material adverse effect on our business
prospects and financial performance. Further, if our customers place orders for less than anticipated

28
 volume or cancel existing orders or change their policies resulting in reduced quantities being supplied
by us, it could result in the under-utilization of our manufacturing capacities. Further, we make
significant decisions, including determining the levels of business that we will seek and accept,
production schedules, personnel requirements and other resource requirements, based on our estimates
of customer orders. The changes in demand for their products could reduce our ability to estimate
accurately future customer requirements, make it difficult to schedule production and lead to over
production or utilization of our manufacturing capacity for a particular product. Any such mismatch
leading to over or under utilization of our Manufacturing Facility could adversely affect our business,
results of operations, financial condition and cash flows. For further information, see “Our Business –
Capacity and Capacity Utilisation” on page 82 of this Draft Letter of Offer.

18. Our business may expose us to potential product liability claims and recalls, which could adversely
affect our results of operations, goodwill and the marketability of our products.

We may be exposed to risks of products recalls and returns. In addition, we may be exposed to potential
product liability claims, and the severity and timing of such claims are unpredictable. While we have
taken insurance to protect us from such claims; however, this insurance coverage may be inadequate or
not applicable to a particular set of claims. We face the risk of loss resulting from, and the adverse
publicity associated with, product liability lawsuits, whether or not such claims are valid. We may also
be subject to claims resulting from manufacturing defects or negligence in storage or handling which
may lead to the deterioration of our products. Product liability claims, regardless of their merits or the
ultimate success of the defence against them, are expensive. Even unsuccessful product liability claims
would likely require us to incur substantial amounts on litigation and require our management’s time and
focus. Accordingly, such product liability claims, may adversely affect our results of operation, goodwill
and the marketability of our products.

19. Negative publicity against us, our Promoters, our suppliers, our customers or any of our or their
affiliates could cause us reputational harm and could have a material adverse effect on our business,
financial condition, results of operations and prospects.

From time to time, we, our Promoters, our suppliers, our customers or any of our or their affiliates may
be subject to negative publicity in relation to our or their business or staff, including publicity covering
issues such as anti-corruption, safety and environmental protection. Such negative publicity, however,
even if later proven to be false or misleading, and even where the entities or individuals implicated are
members or employees of our suppliers, customers or our or their affiliates and not of us, could lead to a
temporary or prolonged negative perception against us by virtue of our affiliation with such joint venture
partners, suppliers, customers or affiliates. Our reputation in the marketplace is important to our ability
to generate and retain business. In particular, damage to our reputation could be difficult and time-
consuming to repair, and our business, financial condition, results of operations and prospects may be
materially and adversely affected.

20. We have not commissioned an industry report for the disclosures made in the chapter titled ‘Industry
Overview’ and made disclosures based on publicly available data and such data has not been
independently verified by us.

We have not commissioned an industry report for the disclosures made in the chapter titled “Industry
Overview” on page 65 of this Draft Letter of Offer and made disclosures on the basis of publicly available
data and such data has not been independently verified by us. We have not independently verified such
data. Such data may also be produced on a different basis from comparable information compiled with
regard to other countries. Therefore, discussions of matters relating to India and its economy are subject
to the limitation that the statistical and other data upon which such discussions are based have not been
verified by us and may be incomplete or unreliable. The data used in these sources may have been
reclassified by us for the purposes of presentation and may also not be comparable. Industry sources and
publications generally state that the information contained therein has been obtained from sources
generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are
not guaranteed, and their reliability cannot be assured. Industry sources and publications are also
prepared based on information as of specific dates and may no longer be current or reflect current trends.
Industry sources and publications may also base their information on estimates, projections, forecasts

29
 and assumptions that may prove to be incorrect. Accordingly, investors must rely on their independent
examination of and should not place undue reliance on or base their investment decision solely on this
information. The recipient should not construe any of the contents in this report as advice relating to
business, financial, legal, taxation or investment matters and are advised to consult their own business,
financial, legal, taxation, and other advisors concerning the transaction.

21. We enter into certain related party transactions in the ordinary course of our business, and we cannot
assure you that such transactions will not have an adverse effect on our results of operation and
financial condition.

We have entered into transactions with related parties in the past and from, time to time, we may enter
into related party transactions in the future. While our Company believes that all such transactions have
been conducted on an arm’s length basis and are accounted as per Ind AS 24 are in compliance with the
provisions of the Companies Act, 2013 and other applicable laws however there can be no assurance that
we could not have achieved more favourable terms had such transactions not been entered into with
related parties. Furthermore, it is likely that we may enter into related party transactions in the future.
There can be no assurance that such transactions, individually or in the aggregate, will not have an
adverse effect on our financial condition and results of operations. For further details, see “Restated
Financial Statements – Related Party Disclosures” on page 128 of this Draft Letter of Offer.

22. Our insurance coverage may not be adequate to protect us against certain operating hazards and this
may have a material adverse effect on our business.

We are insured for a number of the risks associated with our several businesses, such as insurance cover
against loss or damage by fire, explosion, burglary, theft and robbery. We believe we have got our assets
and goods adequately insured; however there can be no assurance that any claim under the insurance
policies maintained by us will be honoured fully, in part or on time, to cover all material losses. To the
extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance
coverage, our business and results of operations could be adversely affected.

23. There might be a potential Conflict of Interest between our Director and our Company due to proposed
Acquisition of Land from our Director

The Company is proposing to acquire a parcel of land from one of its Directors, Jeet Malhotra for
business expansion and the Board of our Company has approved the acquisition of the land at its Board
Meeting held on august 09, 2024. While the Company intends to conduct the acquisition on an arm’s
length basis and in compliance with applicable laws and regulations, including obtaining necessary
approvals, if any, there can be no assurance that such a transaction will be free from all potential conflicts.
Any perceived or actual conflict of interest may have an adverse effect on its business. For further details
see “Objects of the Issue – Land and Location” on page 54 of this Draft Letter of Offer.

24. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash
flows, working capital requirements and capital expenditures

The amount of our future dividend payments, if any, will depend upon factors that our Board deems
relevant, including among others, our results of future earnings, financial condition, cash flows, working
capital requirements, capital expenditures, applicable Indian legal restrictions and other factors. The
declaration and payment of dividends, if any, will be recommended by our Board of Directors and
approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association
and applicable law, including the Companies Act, 2013. There can be no assurance that our Company
will pay dividends in the future. We may decide to retain all of our earnings, if any, for use in the
operations and expansion of our business. Accordingly, realization of a gain on shareholder investments
will depend on the appreciation of the price of the Equity Shares. For further details of payment of
dividend by our Company during last three Fiscals, please see “Dividend Policy” beginning on page 97
of this Draft Letter of Offer.

30
ISSUE SPECIFIC RISK

25. We will not distribute this Draft Letter of Offer and the Letter of Offer, the Abridged Letter of Offer,
Application Form and Rights Entitlement Letter to overseas Shareholders who have not provided an
address in India for service of documents.

In accordance with the SEBI ICDR Regulations and SEBI Master Circular our Company will send, only
through email, the Abridged Letter of Offer, the Rights Entitlement Letter, Application Form and other
issue material to the email addresses of all the Eligible Equity Shareholders who have provided their
Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the
Rights Equity Shares permitted under laws of such jurisdictions and in each case who make a request in
this regard. The Issue Materials will not be distributed to addresses outside India on account of
restrictions that apply to circulation of such materials in overseas jurisdictions. However, the Companies
Act, 2013 requires companies to serve documents at any address which may be provided by the members
as well as through e-mail. Presently, there is lack of clarity under the Companies Act, 2013 and the rules
made thereunder with respect to distribution of Issue Materials in overseas jurisdictions where such
distribution may be prohibited under the applicable laws of such jurisdictions. While we have requested
all the shareholders to provide an address in India for the purposes of distribution of Issue Materials, we
cannot assure you that the regulator or authorities would not adopt a different view with respect to
compliance with the Companies Act, 2013 and may subject us to fines or penalties.

26. SEBI has by way of circulars dated January 22, 2020, May 6, 2020, July 24, 2020, January 19, 2021,
and April 22, 2021, and October 1, 2021, streamlined the process of rights issues. You should follow the
instructions carefully, as stated in such SEBI circulars and in this Draft Letter of Offer.

The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders
has recently been introduced by the SEBI. Accordingly, the process for such Rights Entitlements has
been recently devised by capital market intermediaries. Eligible Equity Shareholders are encouraged to
exercise caution, carefully follow the requirements as stated in the SEBI circulars dated January 22,
2020, May 6,2020, July 24, 2020, January 19, 2021, and April 22, 2021, October 1, 2021, and ensure
completion of all necessary steps in relation to providing/updating their demat account details in a timely
manner. For details, please refer to "Terms of the Issue" beginning on page 174 of this Draft Letter of
Offer.

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue
Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights
Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in
dematerialised form; and (ii) a demat suspense escrow account (namely, " Sunshield Chemicals Limited
Suspense Escrow Demat Account") opened by our Company, for the Eligible Equity Shareholders which
would comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense account
pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account of
IEPF authority; or (c) the demat accounts of the Eligible Equity Shareholder which are frozen or details
of which are unavailable with our Company or with the on the Record Date; or (d) credit of the Rights
Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares currently under dispute,
including any court proceedings.

27. Our Company is yet to obtain lenders consent for the proposed Issue which could have potential
consequences adversely impacting our finances and business prospects.

Whie our Company has applied for consent to our lender bank, namely, Axis Bank, for the proposed
Rights Issue, we are still to receive the consent. Any failure to obtain such consent may result in future
challenges, including but not limited to, actions by the bank under the terms of our loan agreements.
Should the lenders deem the absence of their consent as a breach of any covenants or terms, they may
exercise their right to accelerate the outstanding debts or enforce penalties. This could have material
adverse effects on our financial position, liquidity, and operations. Moreover, failure to address this issue
may hinder our ability to access further credit facilities or renegotiate favorable terms with these or other
financial institutions in the future. Any such development could adversely impact our financial

31
 performance and business prospects.

28. The Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in physical form
("Physical Shareholder") may lapse if they fail to furnish the details of their demat account to the
Registrar.

In accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the
credit of Rights Entitlement and Allotment of Equity Shares shall be made in dematerialised form only.
Accordingly, the Rights Entitlements of the Physical Shareholders shall be credited in a suspense escrow
de-mat account opened by our Company during the Issue Period. The Physical Shareholders are
requested to furnish the details of their de-mat account to the Registrar not later than two Working Days
prior to the Issue Closing Date to enable the credit of their Rights Entitlements in their de-mat accounts
at least one day before the Issue Closing Date. The Rights Entitlements of the Physical Shareholders who
do not furnish the details of their demat account to the Registrar not later than two Working Days prior
to the Issue Closing Date, shall lapse. Further, pursuant to a press release dated December 3, 2018, issued
by the SEBI, with effect from April 1, 2019, a transfer of listed Equity Shares cannot be processed unless
the Equity Shares are held in dematerialized form (except in case of transmission or transposition of
Equity Shares).

29. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without
compensation and result in a dilution of shareholding.

Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and
become null and void, and Eligible Equity Shareholders will not receive any consideration for them. The
proportionate ownership and voting interest in our Company of Eligible Equity Shareholders who fail
(or are not able) to exercise their Rights Entitlements will be diluted. Even if you elect to sell your
unexercised Rights Entitlements, the consideration you receive for them may not be sufficient to fully
compensate you for the dilution of your percentage ownership of the equity share capital of our Company
that may be caused as a result of the Issue. Renouncees may not be able to apply in case of failure in
completion of renunciation through off-market transfer in such a manner that the Rights Entitlements are
credited to the demat account of the Renouncees prior to the Issue Closing Date. Further, in case the
Rights Entitlements do not get credited in time, in case of On Market Renunciation, such Renouncee will
not be able to apply in this Issue with respect to such Rights Entitlements. For details, please refer to
"Terms of the Issue" beginning on page 174 of this Draft Letter of Offer.

30. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our
Company may dilute your shareholding and any sale of Equity Shares by our Promoter or members
of our Promoter Group may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares
by our Company may dilute your shareholding in our Company; adversely affect the trading price of the
Equity Shares and our ability to raise capital through an issue of our securities. In addition, any perception
by investors that such issuances or sales might occur could also affect the trading price of the Equity
Shares. We cannot assure you that we will not issue additional Equity Shares. The disposal of Equity
Shares by any of our Promoter and Promoter Group, or the perception that such sales may occur may
significantly affect the trading price of the Equity Shares. We cannot assure you that our Promoter and
Promoter Group will not dispose of, pledge or encumber their Equity Shares in the future.

31. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares of an Indian company are generally taxable in India. Accordingly, you may be subject to payment
of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares
held for more than 12 months. STT will be levied on and collected by a domestic stock exchange on
which the Equity Shares are sold. Further, any gain realized on the sale of listed equity shares held for a
period of 12 months or less will be subject to short-term capital gains tax in India. Capital gains arising
from the sale of the Equity Shares may be partially or completely exempt from taxation in India in cases
where such exemption is provided under a treaty between India and the country of which the seller is a

32
 resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a
result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on
gains made upon the sale of the Equity Shares.

32. You may not receive the Equity Shares that you subscribe in the Issue until fifteen days after the date
on which this Issue closes, which will subject you to market risk.

The Equity Shares that you subscribe in the Issue may not be credited to your demat account with the
depository participants until approximately 15 days from the Issue Closing Date. You can start trading
such Equity Shares only after receipt of the listing and trading approval in respect thereof. There can be
no assurance that the Equity Shares allocated to you will be credited to your demat account, or that
trading in the Equity Shares will commence within the specified time period, subjecting you to market
risk for such period.

33. Investors will be subject to market risks until the Equity Shares credited to the investors demat account
are listed and permitted to trade.

Investors can start trading the Equity Shares allotted to them only after they have been credited to an
investor’s demat account, are listed and permitted to trade. Since the Equity Shares are currently traded
on the Stock Exchange, investors will be subject to market risk from the date they pay for the Equity
Shares to the date when trading approval is granted for the same. Further, there can be no assurance that
the Equity Shares allocated to an investor will be credited to the investor’s demat account or that trading
in the Equity Shares will commence in a timely manner.

34. There is no guarantee that our Equity Shares will be listed in a timely manner or at all, which may
adversely affect the trading price of our Equity Shares.

In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares
will not be granted by the Stock Exchanges until after those Equity Shares have been issued and allotted.
Approval will require all relevant documents authorizing the issuing of Equity Shares to be submitted.
There could be a failure or delay in listing the Equity Shares on Stock Exchanges. Any failure or delay
in obtaining the approval would restrict your ability to dispose of your Equity Shares. Further, historical
trading prices, therefore, may not be indicative of the prices at which the Equity Shares will trade in the
future which may adversely impact the ability of our shareholders to sell the Equity Shares or the price
at which shareholders may be able to sell their Equity Shares at that point of time.

35. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian
law and could thereby suffer future dilution of their ownership position.

Under the Companies Act, any company incorporated in India must offer its holders of equity shares pre-
emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing
ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have
been waived by the adoption of a special resolution by holders of three-fourths of the shares voted on
such resolution, unless our Company has obtained government approval to issue without such rights.
However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive
rights without us filing an offering document or registration statement with the applicable authority in
such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a filing.
We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by
Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of
the Equity Shares, your proportional interests in us would be reduced.

36. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely
affect the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates
during the time that it takes to undertake such conversion may reduce the net dividend to foreign

33
 investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating
outside India the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory
approvals that may be required for the sale of Equity Shares may reduce the proceeds received by equity
shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated
substantially in recent years and may continue to fluctuate substantially in the future, which may
adversely affect the trading price of our Equity Shares and returns on our Equity Shares, independent of
our operating results.

37. The sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect
the trading price of the Equity Shares.

Any instance of disinvestment of equity shares by our Promoter or by other significant shareholder(s)
may significantly affect the trading price of our Equity Shares. Further, our market price may also be
adversely affected even if there is a perception or belief that such sales of Equity Shares might occur.

38. Rights of shareholders under Indian laws may be more limited than under the laws of other
jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty
in asserting their rights as shareholder in an Indian company than as shareholder of a corporation in
another jurisdiction.

EXTERNAL RISK FACTOR

39. Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as
US GAAP and International Financial Reporting Standards ("IFRS"), which investors may be more
familiar with and consider material to their assessment of our financial condition.

Summary statements of assets and liabilities as at March 31, 2024; March 31, 2023; and March 31, 2022
and summary statements of profit and loss (including other comprehensive income), cash flows and
changes in equity for the Fiscals 2024, 2023, and 2022 along with the unaudited interim financial
statements for the three months periods ended June 30, 2024 have been prepared in accordance with the
Indian Accounting Standards notified under Section 133 of theCompanies Act, 2013, read with the Ind
AS Rules and, the SEBI Circular and the Prospectus Guidance Note.

We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting
principles on the financial data included in this Draft Letter of Offer, nor do we provide a reconciliation
of ourfinancial statements to those of US GAAP, IFRS or any other accounting principles. US GAAP and
IFRSdiffer in significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which
the Financial Information included in this Draft Letter of Offer will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Ind AS, Indian GAAP and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Draft Letter of Offer should accordingly be limited.

40. Political, economic or other factors that are beyond our control may have adversely affect our business
and results of operations.

The Indian economy is influenced by economic developments in other countries. These factors could
depress economic activity which could have an adverse effect on our business, financial condition and
results of operations. Any financial disruption could have an adverse effect on our business and future
financial performance.

We are dependent on domestic, regional, and global economic and market conditions. Our performance,
growth and market price of our Equity Shares are and will be dependent to a large extent on the health
of the economy in which we operate. There have been periods of slowdown in the economic growth of

34
 India. Demand for our services may be adversely affected by an economic downturn in domestic,
regional, and global economies.

Economic growth is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports, global economic uncertainty
and liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural
production.

Consequently, any future slowdown in the Indian economy could harm our business, results of operations
and financial condition. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general
and our business in particular and high rates of inflation in India could increase our costs without
proportionately increasing our revenues, and as such decrease our operating margins.

41. A slowdown in economic growth in India could cause our business to suffer.

We are incorporated in India, and all of our assets and employees are located in India. As a result, we are
highly dependent on prevailing economic conditions in India and our results of operations are
significantly affected by factors influencing the Indian economy. A slowdown in the Indian economy
could adversely affect our business, including our ability to grow our assets, the quality of our assets,
and our ability to implement our strategy.

Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
• any increase in Indian interest rates or inflation;
• any scarcity of credit or other financing in India;
• prevailing income conditions among Indian consumers and Indian corporations;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or
globally, including in India’s various neighboring countries;
• prevailing regional or global economic conditions; and
• other significant regulatory or economic developments in or affecting India

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility
in global commodity prices could adversely affect our borrowers and contractual counterparties. This in
turn could adversely affect our business and financial performance and the price of our Equity Shares.

42. Changing laws, rules and regulations and legal uncertainties, including adverse application of
corporate and tax laws, may adversely affect our business, prospects and results of operations.

The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes, including the instances mentioned below, may adversely affect our business, results of
operations and prospects, to the extent that we are unable to suitably respond to and comply with any
such changes in applicable law and policy.

The Government of India has issued a notification dated September 29, 2016 notifying Income
Computation and Disclosure Standards ("ICDS"), thereby creating a new framework for the computation
of taxable income. The ICDS became applicable from the assessment year for Fiscal 2018 and subsequent
years. The adoption of ICDS is expected to significantly alter the way companies compute their taxable
income, as ICDS deviates from several concepts that are followed under general accounting standards,
including Indian GAAP and Ind AS. In addition, ICDS shall be applicable for the computation of income
for tax purposes but shall not be applicable for the computation of income for minimum alternate tax.
There can be no assurance that the adoption of ICDS will not adversely affect our business, results of
operations and financial condition:
• the General Anti Avoidance Rules ("GAAR") have been made effective from April 1, 2017.
The tax consequences of the GAAR provisions being applied to an arrangement could result
indenial of tax benefit amongst other consequences. In the absence of any precedents on the
subject, the application of these provisions is uncertain. If the GAAR provisions are made

35
 applicable to our Company, it may have an adverse tax impact on us.
• a comprehensive national GST regime that combines taxes and levies by the Central and State
Governments into a unified rate structure, which came into effect from July 1, 2017. We cannot
provide any assurance as to any aspect of the tax regime following implementation of the GST.
Any future increases or amendments may affect the overall tax efficiency of companies
operating in India and may result in significant additional taxes becoming payable. If, as a result
of a particular tax risk materializing, the tax costs associated with certain transactions are greater
than anticipated, it could affect the profitability of such transactions.

In addition, unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules
and regulations including foreign investment laws governing our business, operations and group
structure could result in us being deemed to be in contravention of such laws or may require us to apply
for additional approvals. We may incur increased costs and other burdens relating to compliance with
such new requirements, which may also require significant management time and other resources, and
any failure to comply may adversely affect our business, results of operations and prospects. Uncertainty
in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial
precedent may be time consuming as well as costly for us to resolve and may affect the viability of our
current business or restrict our ability to grow our business in the future.

Any increase in taxes and levies, or the imposition of new taxes and levies in the future, could increase
the cost of production and operating expenses. Taxes and other levies imposed by the central or state
governments in India that affect our industry include customs duties, excise duties, sales tax, income tax
and other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time.
The central and state tax scheme in India is extensive and subject to change from time to time. Any
adverse changes in any of the taxes levied by the central or state governments may adversely affect our
competitive position and profitability.

43. Financial instability in both Indian and international financial markets could adversely affect our
results of operations and financial condition.

The Indian financial market and the Indian economy are influenced by economic and market conditions
in other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe,
the United States and elsewhere in the world in recent years has affected the Indian economy. Although
economic conditions are different in each country, investors’ reactions to developments in one country
can have an adverse effect on the securities of companies in other countries. A loss in investor confidence
in the financial systems of other emerging markets may cause increased volatility in in the Indian
economy in general. Any global financial instability, including further deterioration of credit conditions
in the U.S. market, could also have a negative impact on the Indian economy. Financial disruptions may
occur again and could harm our results of operations and financial condition.

The Indian economy is also influenced by economic and market conditions in other countries. This
includes, but is not limited to, the conditions in the United States, Europe, and certain economies in Asia.
Financial turmoil in Asia and elsewhere in the world in recent years has affected the Indian economy.
Any worldwide financial instability may cause increased volatility in the Indian financial markets and
directly or indirectly, adversely affect the Indian economy and financial sector and its business.

Although economic conditions vary across markets, loss of investor confidence in one emerging
economy may cause increased volatility across other economies, including India. Financial instability in
other parts of the world could have a global influence and thereby impact the Indian economy. Financial
disruptions in the future could adversely affect our business, prospects, financial condition and results of
operations. The global credit and equity markets have experienced substantial dislocations, liquidity
disruptions and market corrections.

There are concerns that a tightening of monetary policy in emerging markets and some developed
markets will lead to a moderation in global growth. In response to such developments, legislators and
financial regulators in the United States and other jurisdictions, including India, have implemented a
number of policy measures designed to add stability to the financial markets. However, the overall long-

36
 term impact of these and other legislative and regulatory efforts on the global financial markets is
uncertain, and they may not have had the intended stabilizing effects. Any significant financial disruption
in the future could have an adverse effect on our cost of funding, loan portfolio, business, future financial
performance and the trading price of the Equity Shares.

44. Inflation in India could have an adverse effect on our profitability and if significant, on our financial
condition.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future.
India has experienced high inflation in the recent past. Increased inflation can contribute to an increase
in interest rates and increased costs to our business, including increased costs of salaries, and other
expenses relevant to our business.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on
to our customers, whether entirely or in part, and the same may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or increase our rates to pass the increase
in costs on to our customers. In such case, our business, results of operations, cash flows and financial
condition may be adversely affected.

Further, the GOI has previously initiated economic measures to combat high inflation rates, and it is
unclear whether these measures will remain in effect. There can be no assurance that Indian inflation
levels will not worsen in the future.

45. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability
to attract foreign investors, which may adversely impact the market price of the Equity Shares.

As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign
currencies, including those specified under FEMA. Such regulatory restrictions limit our financing
sources and hence could constrain our ability to obtain financing on competitive terms and refinance
existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us
withoutonerous conditions, or at all. Limitations on foreign debt may adversely affect our business
growth, results of operations and financial condition.

Further, under the foreign exchange regulations currently in force in India, transfers of shares between
non- residents and residents are freely permitted (subject to certain exceptions) if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are
sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or
fall under any of the exceptions referred to above, then the prior approval of the RBI will be required.
Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance
certificate from the income tax authority. There can be no assurance that any approval required from the
RBI or any other government agency can be obtained on any particular terms or at all.

46. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise
financing.

Any adverse revisions to India’s credit ratings international debt by international rating agencies may
adversely affect our ability to raise additional overseas financing and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect on
our ability to fund our growth on favourable terms or at all, and consequently adversely affect our
business and financial performance and the price of our Equity Shares.

47. The occurrence of natural or man-made disasters could adversely affect our results of operations,
cash flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence
could adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis,

37
 tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and
military actions, could adversely affect our results of operations, cash flows or financial condition. In
addition, any deterioration in international relations, especially between India and its neighbouring
countries, mayresult in investor concern regarding regional stability which could adversely affect the price
of the EquityShares. In addition, India has witnessed local civil disturbances in recent years, and it is
possible that future civil unrest as well as other adverse social, economic or political events in India
could have an adverse effect on our business.

Such incidents could also create a greater perception that investment in Indian companies involves a
higher degree of risk and could have an adverse effect on our business and the market price of the Equity
Shares.

48. We are subject to regulatory, economic, social and political uncertainties and other factors beyond
our control.

We are incorporated in India, and we conduct our corporate affairs and our business in India.
Consequently, our business, operations, financial performance will be affected by interest rates,
government policies, taxation, social and ethnic instability and other political and economic
developments affecting India.

Factors that may adversely affect the Indian economy, and hence our results of operations may include:
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the
rightto convert or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic
conditions in India and scarcity of financing for our expansions;
• prevailing income conditions among Indian customers and Indian corporations;
• epidemic or any other public health in India or in countries in the region or globally, including
in India’s various neighboring countries;
• hostile or war like situations with the neighboring countries;
• macroeconomic factors and central bank regulation, including in relation to interest rates
movements which may in turn adversely impact our access to capital and increase our
borrowingcosts;
• decline in India’s foreign exchange reserves which may affect liquidity in the Indian
economy;
• downgrading of India’s sovereign debt rating by rating agencies;
• difficulty in developing any necessary partnerships with local businesses on commercially
acceptable terms and/or a timely basis; and

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy or certain regions in India, could adversely affect our business, results of operations and
financial condition and the price of the Equity Shares.

49. Financial instability in other countries may cause increased volatility in Indian financial markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, particularly emerging market countries in Asia. Although economic conditions are different in
each country, investors’ reactions to developments in one country can have adverse effects on the
securities of companies in other countries, including India. A loss of investor confidence in the financial
systems of other emerging markets may cause increased volatility in Indian financial markets and,
indirectly, in the Indian economy in general. Any worldwide financial instability could also have a
negative impact on the Indian economy. Financial disruptions may occur again and could harm our
business, our future financial performance and the prices of the Equity Shares.

The recent outbreak of Novel Coronavirus has significantly affected financial markets around the world.
Any other global economic developments or the perception that any of them could occur may continue
to have an adverse effect on global economic conditions and the stability of global financial markets and
may significantly reduce global market liquidity and restrict the ability of key market participants to

38
operate in certain financial markets. Any of these factors could depress economic activity and restrict our
access to capital, which could have an adverse effect on our business, financial condition and results of
operations and reduce the price of our Equity Shares. Any financial disruption could have an adverse
effect on our business, future financial performance, shareholders’ equity and the price of our Equity
Shares.

39
 SECTION III – INTRODUCTION

THE ISSUE

This Issue has been authorised through a resolution passed by our Board at its meeting held on August 09, 2024,
pursuant to Section 62(1)(a) of the Companies Act. The terms and conditions of the Issue including the Rights
Entitlement, Issue Price, Record Date, timing of the Issue and other related matters, have been approved by a
resolution passed by the Rights Issue Committee at its meeting held on [●]. The following is a summary of the
Issue, and it should be read in conjunction with, and is qualified entirely by, the information set out in the chapter
titled “Terms of the Issue” beginning on page 174 of this Draft Letter of Offer.

Particulars Details of Equity Shares

Rights Equity Shares Up to [●] Equity Shares
proposed to be issued
Rights Entitlement [●] Equity Share for every [●] fully paid-up Equity Share(s) held on the
Record Date
Fractional Entitlement For Equity Shares being offered on a rights basis under the Issue, if the
shareholding of any of the Eligible Equity Shareholders is less than [●]
Equity Shares or is not in multiples of [●], the fractional entitlement of
such Eligible Equity Shareholders shall be ignored for computation of
the Rights Entitlement. However, Eligible Equity Shareholders whose
fractional entitlements are being ignored earlier will be given preference
in the Allotment of one additional Equity Share each, if such Eligible
Equity Shareholders have applied for additional Equity Shares over and
above their Rights Entitlement, if any
Record Date [●]
Face Value per Equity Share ₹10
Issue Price per Rights ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share)
Equity Shares
Issue Size Upto [●] Equity Shares of face value of ₹10 each for cash at a price of
₹ [●] (including a premium of ₹ [●]) per Rights Equity Share
aggregating up to ₹ 15,000 Lakhs#
#
Assuming full subscription, to be adjusted as per the Rights Entitlement ratio
Dividend Such dividend as may be declared by our Board and our shareholders,
as per applicable laws
Equity Shares issued, subscribed 7,35,30,600 Equity Shares. For details, please refer to “Capital
and paid up prior to the Issue Structure” beginning on page 48 of this Draft Letter of Offer
Equity Shares subscribed and [●]# Equity Shares
#
paid-up after the Issue (assuming Assuming full subscription
full subscription for and allotment
of the Rights Entitlement)
Equity Shares outstanding after [●]
the Issue (assuming full
subscription for and Allotment of
the Rights Entitlement)
Money payable at the time of [●]
Application
Scrip Details ISIN: INE199E01014
BSE: 530845
ISIN for Rights Entitlements [●]
Use of Issue Proceeds For details, please refer to “Objects of the Issue” beginning on page 51
of this Draft Letter of Offer.
Terms of the Issue For details, please refer to “Terms of the Issue” beginning on page 174
of this Draft Letter of Offer.
Terms of Payment For details, please refer to “Terms of the Issue” beginning on page 174
of this Draft Letter of Offer.

40
 Particulars Details of Equity Shares
Due Date On the Issue application (i.e. along with the Application Form)
Amount payable per Rights Equity [●]
Shares (including premium)

Please refer to the chapter titled “Terms of the Issue” on page 174 of this Draft Letter of Offer.

Issue Schedule

The subscription will open upon the commencement of the banking hours and will close upon the close of banking
hours on the dates mentioned below:

Event Indicative Date

Issue Opening Date [●]
Last Date for On Market Renunciation of Rights** [●]
Issue Closing Date* [●]
*The Board of Directors or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time
to time, provided that the Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date.
** Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

41
 GENERAL INFORMATION

Our Company was incorporated as "Sunshield Chemicals Private Limited" on November 19, 1986, as a Private
Limited Company under the provisions of the Companies Act, 1956 and was granted the Certificate of
Incorporation by the Registrar of Companies, Mumbai. Subsequently our Company was converted into a Public
Limited Company and the name of our Company was changed to "Sunshield Chemicals Limited" on May 28,
1992, vide a fresh certificate of incorporation issued by the Registrar of Companies, Mumbai. The Corporate
Identification Number of our Company is L99999MH1986PLC041612. The registered office of the Company
was changed from Equinox Business Park, Tower - 4, 9th Floor Unit No. 903, LBS Marg, Kurla (West), Mumbai
– 400070, Maharashtra, India to 1501-A, Universal Majestic, P.L. Lokhande Marg Behind R.B.K International
Academy, Chembur, Mumbai – 400043, Maharashtra, India with effect from December 01, 2021.

Registered Office
1501-A, Universal Majestic,
P.L. Lokhande Marg,
Behind R.B.K. International Academy,
Chembur, Mumbai – 400043
Telephone: +91 022-25550126
Website: www.sunshieldchemicals.com
E-mail: [email protected]
Corporate Identity Number: L99999MH1986PLC041612
Registration Number: 041612

Our Company does not have a corporate office.

Address of the Registrar of Companies

Our Company is registered with the RoC, Mumbai, which is situated at the following address

Registrar of Companies,
100, Everest, Marine Drive,
Mumbai – 400002, Maharashtra.
Telephone: +91 022-22812627
Website: www.mca.gov.in
E-mail: [email protected]

Company Secretary and Compliance Officer

Amit Ashok Kumashi

1501-A, Universal Majestic,
P.L. Lokhande Marg,
Behind R.B.K. International Academy,
Chembur, Mumbai – 400043
Telephone: +91 22-25550126
E-mail: [email protected]

Legal Advisor to the Issue

Rajani Associates, Advocates and Solicitors

204-207, Krishna Chambers
59, New Marine Lines
Mumbai 400 020
Telephone: +91 22 4096 1002
E-mail: [email protected]
Contact Person: Sangeeta Lakhi

42
Board of Directors of our Company

Name Age Designation Address DIN

Jeet Sudhir Malhotra 27 Managing 102 Menka Apartments CHSL, 07208234
Director & Ghatla Road No. 5, Diamond
CEO Garden Chembur, Mumbai –
400071
Ajit Chinubhai Shah 78 Non-Executive Mansen Barrister Building, 1st 02396765
Independent floor, 17/A Banganga Cross Lane,
Director Walkeshwar, Malabar Hill,
Mumbai – 400006
Maya Parihar Malhotra 58 Non-Executive 102 Menka Apartments CHSL, 00302976
Director & Ghatla Road No. 5, Diamond
Chairperson Garden Chembur, Mumbai –
400071
Anand Laxminarain 61 Non-Executive Angelica Plaza, Near Uttam 00513109
Parihar Director Society, St. Anthonys Road,
Chembur, Mumbai – 400071
Cyrus Poonevala 63 Non-Executive B – 708 Rainbow, Raheja Vihar, 09420865
Independent Chandivali Road, Powai, Saki
Director Naka, Mumbai – 400072
Aruna Vilas Soman 71 Non-Executive 501, Vidya Apartments, 168 Veer 03622209
Independent Savarkar Marg, Near Bombay
Director Scottish School, Mahim West,
Mumbai – 400016
Ranjal Laxmana Shenoy 76 Non-Executive Kamdar park CHS, off Gokhale 00074761
Independent Road, Agar Bazar, Dadar West,
Director Mumbai – 400028

For a detailed profile of our Directors, please refer to the chapter titled “Our Management” beginning on page
87 of this Draft Letter of Offer

Details of Key Intermediaries pertaining to this Issue of our Company

Lead Managers to this Issue

Fortress Capital Management Services Private Limited

2nd Floor, Daryanagar House,
69, Maharshi Karve Road,
Mumbai – 400002
CIN: U67120MH2004PTC145815
Telephone: +91 022-22007973
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Contact person: Hitesh Doshi
Website: www.fortresscapital.in
SEBI registration no.: INM000011146

Registrar and Share Transfer Agent to the Issue

Bigshare Services Private Limited

Office No. S6-2, 6th Floor,
Pinnacle Business Park,
Next to Ahura Centre,
Mahakali Caves Road,
Andheri (East) Mumbai 400 093
Telephone: +91 22 6263 8200

43
Email: [email protected]
Website: www.bigshareonline.com
Investor grievance e-mail: [email protected]
Contact Person: Suraj Gupta
SEBI Registration No.: INR000001385
Validity of Registration: Perpetual

Banker to the Issue/ Escrow Collection Bank/ Refund Bank

[•]

Statutory Auditors of the Issuer

CNK & Associates LLP

Mistry Bhavan, 3rd Floor,
Sir Dinshaw Vachha Road,
Churchgate, Mumbai - 400020
Firm Registration Number: 101961W/ W100036
Contact person: Diwakar Sapre
Membership No.: 040740
Telephone Number: +91 22 6623 0600
E-mail: [email protected]
Peer review Certificate Number: 017169

Designated Intermediaries

The list of banks that have been notified by SEBI to act as SCSBs or the SBA Process is provided at the website
of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to
time. For details on Designated Branches of SCSBs collecting the Application Forms, refer to the website of the
SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. On allotment, the amount will
be unblocked, and the account will be debited only to the extent required to pay for the Rights Equity Shares
Allotted.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received a written consent dated September 30, 2024 from our Statutory Auditors, CNK &
Associates LLP, to include their name in this Draft Letter of Offer as an "expert", as defined under Section 2(38)
of the Companies Act, to the extent and in their capacity as statutory auditors, and in respect of (i) examination
report dated August 24, 2024 on our Restated Consolidated Financial Statements for the financial years ended
March 31, 2024, March 31, 2023 and March 31, 2022; (ii) limited review report dated August 09, 2024 on our
Limited Review Financial Statements for the three month period ended June 30, 2024; and (iii) the statement of
tax benefits dated September 30, 2024 in this Draft Letter of Offer and such consent has not been withdrawn as
on the date of this Draft Letter of Offer. However, the term “expert” shall not be construed to mean an “expert”
as defined under the U.S. Securities Act.

Our Company has received a written consent dated September 28, 2024 from Ashok Sonje, Chartered Engineer,
to include his name as an “expert” as defined under section 2(38) and 26(5) of the Companies Act, 2013 to the
extent and in his capacity as the independent chartered engineer and in respect of the certificate issued by him and
included in this Draft Letter of Offer and such consent has not been withdrawn as on the date of this Draft Letter
of offer.

Investor grievances

Investors may contact the Company Secretary and Compliance Officer for any pre-Issue/ post-Issue related
matters such as non-receipt of Letters of Allotment/ share certificates/ demat credit/ Refund Orders, etc.

44
Investors are advised to contact the Registrar to the Issue or our Company Secretary and Compliance Officer for
any pre-Issue or post-Issue related problems such as non-receipt of Abridged Letter of Offer/ Application Form
and Rights Entitlement Letter/ Letter of Allotment, Split Application Forms, Share Certificate(s) or Refund
Orders, etc. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a
copy to the SCSBs, giving full details such as name, address of the applicant, ASBA Account number and the
Designated Branch of the SCSBs, number of Equity Shares applied for, amount blocked, where the Application
Form and Rights Entitlement Letter or the plain paper application, in case of Eligible Equity Shareholder, was
submitted by the ASBA Investors through ASBA process.

Statement of Inter-se Allocation of Responsibilities

Fortress Capital Management Services Private Limited is the sole Lead Manager to the Issue and shall be
responsible for all the activities in relation to the Issue. Accordingly, an inter-se allocation of responsibilities is
not required to be provided.

Credit Rating

This is an issue of Equity Shares; credit rating is, therefore, not required.

Debenture Trustees

This is an issue of Equity Shares; the appointment of Debenture trustees is, therefore, not required.

Monitoring Agency

Our Company will appoint a monitoring agency, in accordance with Regulation 82 of the SEBI ICDR Regulations,
prior to filing of the Letter of Offer with the Stock Exchanges. For details in relation to the proposed utilisation
of the Net Proceeds, see “Objects of the Issue” on page 51 of this Draft Letter of Offer.

Underwriting Agreement

The Issue is not underwritten, and our Company has not entered into any underwriting agreement.

Changes in Auditors during the last three years

Particulars Date of change Reasons for change

Deloitte Haskins and Sells LLP June 17, 2022 Resignation
One International Center, Tower 3, 27th -32nd
Floor, Senapati Bapat Marg, Elphinstone Road
(West), Mumbai 400 013, Maharashtra, India
Email: [email protected]
Telephone: +91 22 6185 4000
Firm Registration No.: 117366W/W-100018
CNK & Associates LLP June 27, 2022 Appointment due to casual vacancy
Mistry Bhavan, 3rd Floor,
Sir Dinshaw Vachha Road,
Churchgate, Mumbai - 400020
E-mail: [email protected]
Telephone Number: +91 22 6623 0600
Firm Registration No.: 101961W/ W100036
Membership No.: 040740
Peer review Certificate Number: 017169

Issue Schedule

45
Last Date for credit of Rights Entitlements [●]
Issue Opening Date [●]
Last date for On Market Renunciation of Rights [●]
Entitlements#
Issue Closing Date* [●]
Finalization of Basis of Allotment (on or about) [●]
Date of Allotment (on or about) [●]
Date of credit (on or about) [●]
Date of listing (on or about) [●]
#Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renounces on or prior to the Issue Closing Date.
*Our Board, or a duly authorized committee thereof, will have the right to extend the Issue Period as it may determine from time to time but
not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be
permitted by any Applicant after the Issue Closing Date.

The above schedule is indicative and does not constitute any obligation on our Company of the Lead Manager

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date
have not provided details of their demat accounts to our Company or to the Registrar, they must provide their
demat account details to our Company or the Registrar no later than two Working Days prior to the Issue Closing
Date, i.e., [•] to enable credit of the Rights Entitlements to their respective demat accounts by transfer from the
demat suspense escrow account, which will happen one day prior to the Issue Closing Date, i.e., [•].

Investors are advised to ensure that the Application Forms are submitted on or before the Issue Closing Date. Our
Company or the Registrar will not be liable for any loss on account of non-submission of Application Forms on
or before the Issue Closing Date. It is encouraged that the Application Forms are submitted well in advance before
the Issue Closing Date. For details on submitting Application Forms, please refer to "Terms of the Issue -
Procedure for Application" beginning on page 184 of this Draft Letter of Offer.

The details of the Rights Entitlements with respect to each Eligible Equity Shareholder may be accessed by such
respective Eligible Equity Shareholder on the website of the Registrar at www.linkintime.co.in after keying in
their respective details along with other security control measures implemented thereat. For further details, please
refer to "Terms of the Issue - Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders"
beginning on page 177 of this Draft Letter of Offer.

Please note that if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on
or before the Issue Closing Date, such Rights Entitlements shall lapse and shall be extinguished after the
Issue Closing Date. No Equity Shares for such lapsed Rights Entitlements will be credited, even if such
Rights Entitlements were purchased from the market and the purchaser will lose the premium paid to
acquire the Rights Entitlements. Persons who receive credit of the Rights Entitlements must make an
Application to subscribe to the Equity Shares offered under the Rights Issue.

Minimum Subscription

Our Promoter vide its letter dated September 30, 2024 (the “Subscription Letter”), has undertaken to: (a)
subscribe, to the full extent of its Rights Entitlement and subscribe to the full extent of any Rights Entitlement
that may be renounced in its favour by any Promoter Group member or may renounce its Rights Entitlements in
part or full to the Promoter Group members; and (b) subscribe for additional Rights Equity Shares, including
subscribing to unsubscribed portion (if any) in the Issue. Such subscription, if any, to be made by us, shall be in
accordance with Regulation 3 of the Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeover) Regulations, 2011, as amended (the “Takeover Code”) and the exemption under Regulation 10(4)
of Takeover Code. Further, such subscription shall not result in breach of minimum public shareholding
requirement stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Securities Contracts (Regulation) Rules, 1957, as amended.

Since our Promoter has decided to subscribe to the full extent of their Rights Entitlements or renounce its Rights

46
Entitlements in part or full to the Promoter Group members as permissible by law, the minimum subscription
criteria provided under Regulation 86 (1) of the SEBI ICDR Regulations will not apply.

Appraising Entity

The objects of this Issue have not been appraised by any bank or any other independent financial institution or
any other independent agency.

Filing

SEBI vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth
Amendment) Regulations, 2020 has amended Regulation 3(b) of the SEBI ICDR Regulations as per which the
threshold for filing of Draft Letter of Offer with SEBI for rights issues has been increased. The threshold of the
rights issue size under Regulation 3 (b) of the SEBI ICDR Regulations has been increased from Rupees one
thousand lakhs to Rupees five thousand lakhs. Since the size of this Issue falls above this threshold, this Draft
Letter of Offer has been filed with SEBI for its observations, at SEBI Bhavan, Plot No. C4-A, G Block, Bandra
Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India and through the SEBI intermediary portal
at siportal.sebi.gov.in in terms of the SEBI circular bearing reference no. SEBI/HO/CFD/DIL1/CIR/P/2018/011
dated January 19, 2018, and with the Stock Exchanges. After SEBI gives its observations, the Letter of Offer will
be filed with SEBI and the Stock Exchanges per the provisions of the SEBI ICDR Regulations.

47
 CAPITAL STRUCTURE

The share capital of our Company, as at the date of this Draft Letter of Offer, and details of the Equity Shares
proposed to be issued in the Issue, and the issued, subscribed and paid-up share capital after the Issue, are set forth
below:
(in ₹, except shares data)
Aggregate value at Aggregate value at
Face Value Issue Price
A AUTHORISED SHARE CAPITAL
20,00,00,000 Equity Shares of ₹10 each 2,00,00,00,000

B ISSUED, SUBSCRIBED AND PAID-UP SHARE

CAPITAL BEFORE THE ISSUE
7,35,30,600 Equity Shares of ₹10 each 73,53,06,000 -

C PRESENT ISSUE IN TERMS OF THIS DRAFT

LETTER OF OFFER(1)
Up to [●] Equity Shares, each at a premium of ₹ [●] per Equity [●] [●]
Share, i.e., at a price of ₹ [●] per Equity Share

D ISSUED, SUBSCRIBED AND PAID-UP SHARE

CAPITAL AFTER THE ISSUE
[●] Equity Shares of ₹ [●] each, fully paid up# (1) [●] [●]

E SECURITIES PREMIUM ACCOUNT

Before the Issue [●]
After the Issue(2) [●]
#
To be updated upon finalisation of the Issue Price.
(1)
The Issue has been authorised by our Board pursuant to a resolution dated August 09, 2024. The terms of the Issue, including the Record
Date and Rights Entitlement Ratio, have been approved by a resolution passed by our Rights Issue Committee at their meeting held on [●].
(2)
Assuming full subscription for, and Allotment of, the Equity Shares. Subject to finalisation of Basis of Allotment, Allotment and deduction
of Issue related expenses.

Notes to the Capital Structure

1. Intention and extent of participation by our Promoters and Promoter Group in the Issue:

Our Promoter vide its letter dated September 30, 2024 (the “Subscription Letter”), has undertaken to:
(a) subscribe, to the full extent of its Rights Entitlement and subscribe to the full extent of any Rights
Entitlement that may be renounced in its favour by any Promoter Group member or may renounce its
Rights Entitlements in part or full to the Promoter Group members; and (b) subscribe for additional
Rights Equity Shares, including subscribing to unsubscribed portion (if any) in the Issue. Such
subscription, if any, to be made by us, shall be in accordance with Regulation 3 of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as
amended (the “Takeover Code”) and the exemption under Regulation 10(4) of Takeover Code. Further,
such subscription shall not result in breach of minimum public shareholding requirement stipulated in
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Securities Contracts (Regulation) Rules, 1957, as amended.

Since our Promoter has decided to subscribe to the full extent of their Rights Entitlements or renounce
its Rights Entitlements in part or full to the Promoter Group members as permissible by law, the
minimum subscription criteria provided under Regulation 86 (1) of the SEBI ICDR Regulations will not
apply.

2. The ex-rights price of the Equity Shares offered pursuant to this Issue and in compliance with the
valuation formula set out in Regulation 10(4)(b)(ii) of the Takeover Regulations is ₹ [●] per Equity

48
 Share.

3. As on the date of this Draft Letter of Offer, our Company has no partly paid-up Equity Shares. The Rights
Equity Shares, pursuant to this Issue shall be fully paid-up.

4. Shareholding Pattern of our Company as per the last filing with the Stock Exchange, in compliance
with the provisions of the SEBI LODR Regulations:

(i) The shareholding pattern of our Company, as on June 30, 2024, may be accessed on the website
of the BSE at https://www.bseindia.com/stock-share-price/sunshield-chemicals-
ltd/sunshiel/530845/shareholding-pattern/

(ii) A statement as on June 30, 2024, showing holding of Equity Shares of persons belonging to the
category of "Promoter and Promoter Group", including details of lock-in, pledge and
encumbrance thereon, may be accessed on the website of the BSE at
https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=530845&qtrid=122.
00&QtrName=June%202024

(iii) A statement as on June 30, 2024, showing holding of securities (including Equity Shares,
warrants, convertible securities) of persons belonging to the category "Public", including equity
shareholders holding more than 1% of the total number of Equity Shares, as well as details of
shares which remain unclaimed may be accessed on the website of the BSE at
https://www.bseindia.com/corporates/shpdrPercnt.aspx?scripcd=530845&qtrid=122.00&Com
pName=SUNSHIELD%20CHEMICALS%20LTD.&QtrName=June%202024&Type=TM

(iv) A statement as on June 30, 2024, showing holding of securities (including Equity Shares,
warrants, convertible securities) of persons belonging to the category "Public", may be accessed
on the website of the NSE
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=530845&qtrid=122
.00&QtrName=June%202024

5. Details of shareholders of our Company holding 1% or more of the paid-up capital of the issuer
as last disclosed to the stock exchange

The table sets forth the details of the Equity Shareholders holding more than 1% of the issued and paid-
up Equity Share capital of our Company, as of June 30, 2024:

Sr. Name of Equity Shareholders Number of Equity Percentage of

No. Shares held Equity Shares held
1. Indus Petrochem Limited 45,85,396 62.36
2. Habrok India Master Lp 1,47,702 2.01
3. Cassini Partners, L.P. Managed By Habrok 1,77,568 2.41
Capital Management Llp
4. Dipak Kanayalal Shah 75,000 1.02
5. Lincoln P Coelho 80,000 1.09

6. Details of shares locked-in, pledged, encumbrance by Promoters and Promoter Group:

The details of shares locked-in, pledged and encumbered by the Promoters and Promoter Group may be
accessed on the website of the BSE at
https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=530845&qtrid=122.00&Qtr
Name=June%202024

7. Our Company shall ensure that any transaction in the Equity Shares by the Promoters and the Promoter
Group during the period between the date of filing this Draft Letter of Offer and the date of closure of
the Issue shall be reported to the Stock Exchange within 24 hours of such transaction.

49
8. At any given time, there shall be only one denomination of the Equity Shares of our Company.

9. Details of outstanding securities of our Company

As on date of this Draft Letter of Offer, there are no outstanding options or convertible securities,
including any outstanding warrants or rights to convert debentures, loans or other instruments
convertible into our Equity Shares as on the date of this Draft Letter of Offer.

Further, the Rights Equity Shares allotted pursuant to the Rights Issue, shall be fully paid up. For further
details on the terms of the Issue, please see the section entitled “Terms of the Issue” on page 174.

50
 OBJECTS OF THE ISSUE

Our company intends to utilize the net proceeds from the issue towards the following objects:
1. Repayment or prepayment, in full or in part, of certain borrowings availed by our Company.
2. Setting up of projects for expansion, modernization and allied activities.
3. General corporate purposes.

(collectively, referred to as the “Objects”)

Our Memorandum of Association enables us to pursue our existing activities, and the activities for which the
funds are being raised by our Company in the Issue.

Issue Proceeds

The details of the net proceeds are summarized in the table below
(in ₹ lakhs)
Particulars Amount
Gross proceeds* 15,000
Less: Estimated Issue related expenses** [●]
Net Proceeds** [●]
*
Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted as per the Rights Entitlement
ratio.
**
Estimated and to be finalized upon determination of the Issue Price and updated in the Letter of Offer.
See “Estimated Issue Related Expenses” on page 58 of the chapter titled “Objects of the Issue”.

Requirement of Funds and utilisation of Net Proceeds

The proposed utilization of net proceeds by our Company is set forth in the table below
(in ₹ lakhs)
Particulars Estimated
amount
Repayment or prepayment, in full or in part, of certain borrowings availed by our Company 9178
Setting up of projects for expansion, modernization and allied activities 2150
General Corporate Purposes [●]*
Total Net Proceeds** [●]
*
To be finalized upon determination of Issue Price and updated in the Letter of Offer. Subject to the finalization of the basis of Allotment and
the allotment of the Rights Equity Shares. The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.
**
Assuming full subscription in the Issue.

Means of Finance

The funding requirements mentioned above are based on the internal management estimates of our Company and
have not been appraised by any bank, financial institution or any other external agency. They are based on current
circumstances of our business and our Company may have to revise its estimates from time to time on account of
various factors beyond its control, such as market conditions, competitive environment, and interest or exchange
rate fluctuations. Consequently, the funding requirements of our Company and deployment schedules are subject
to revision in the future at the discretion of our management, subject to applicable law. If additional funds are
required for the purposes as mentioned above, such requirement may be met through internal accruals, additional
capital infusion, debt arrangements or any combination of them, subject to compliance with applicable laws.
The fund requirements set out above are proposed to be entirely funded from the Net Proceeds. Accordingly, we
confirm that there are no requirements to make firm arrangements of finance under Regulation 62(1)(c) of the
SEBI ICDR Regulations through verifiable means towards 75% of the stated means of finance, excluding the
amount to be raised from the Issue.

Schedule of Implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purpose in accordance with the estimated schedule of
deployment of funds set forth in the table below;

51
 (in ₹ lakhs)
Particulars Total estimated Estimated utilization Estimated deployment of the
amount/expenditure from Net Proceeds Net Proceeds in [Fiscal 2025]
Repayment or prepayment, in full
9178 9178 9178
or in part, of certain borrowings
availed by our Company
Setting up of projects for
2150 2150
expansion, modernization and 2150
allied activities
General Corporate Purposes* [●] [●] [●]
Total Net Proceeds** [●] [●] [●]
*
To be finalized upon determination of Issue Price and updated in the Letter of Offer. The amount utilized for general corporate purposes
shall not exceed 25% of the Gross Proceeds.
**
Assuming full subscription in the Issue.

In the event that the estimated utilization of the Net Proceeds in a scheduled Fiscal is not completely met (in full
or in part), due to factors such as (i) economic and business conditions; (ii) the timing of completion of the Issue;
(iii) market conditions outside the control of our Company; and (iv) any other business and commercial
considerations, the remaining Net Proceeds shall be utilized (in full or in part) in subsequent periods as may be
determined by our Company, in accordance with applicable laws. Any change in estimated schedule of utilization
shall be subject to shareholders’ approvals and in accordance with applicable laws.

In the event that the Net Proceeds are not completely utilized for the purposes stated above and as per the estimated
schedule of utilization specified above, the same would be utilized in subsequent Financial Years for achieving
the Objects.

Details of the Object

The details in relation to the Objects are set forth herein below

1. Repayment or prepayment, in full or in part, of certain borrowings availed by our company

Our company has, in regular course of business, entered into borrowing arrangements with scheduled
commercial banks. The outstanding borrowing arrangements entered by us includes debt in the form of,
inter alia, term loans and working capital loans. Further, our Company has also entered into a loan
agreement with our corporate promoter, Indus Petrochem Limited, to avail an unsecured loan.
Additionally, the aggregate outstanding amounts under these borrowings may vary from time to time,
and our Company may, in accordance with the relevant repayment schedule, repay or refinance, or
prepay, some of its existing borrowings. Therefore, the details of the term loan and working capital loans
proposed to be repaid or prepaid from the proceeds of the Issue may change between the filing of this
Draft Letter of Offer and the Letter of Offer.

As on September 30, 2024, the amount outstanding under long term borrowing arrangements of our
Company was ₹6802 lakhs and short term borrowing arrangement of our Company as on September 29,
2024 was ₹3299 lakhs. Our company proposes to utilise an estimated amount of ₹ 9178 lakhs from the
Net Proceeds towards full or partial repayment or pre-payment of borrowings availed by our Company.
Our Company may avail further loans and/ or draw down further funds under existing or new borrowing
arrangements, from time to time. Further, our Company is in the process of obtaining consents from the
lenders of these borrowings and made intimations to lenders, as applicable, as on the date of this DLOF.
The amounts outstanding under these borrowings as well as the sanctioned limits are dependent on
several factors and may vary with our business cycle with multiple intermediate repayments, drawdowns
and enhancement of sanctioned limits.

The following table provides details of certain borrowings availed by our Company from other lenders,
which are outstanding as on September 30, 2024, which are proposed to be repaid or prepaid, in full or
in part, from the Net Proceeds.

52
 Name of the Nature of Sanctioned Principal Tenure of Rate of
Lender Borrowing Amount amount repayment interest as on
(in ₹ lakhs) outstanding as September 30,
on September 2024
30, 2024 (in %)
(in ₹ lakhs)
HDFC Bank Term Loan 1000 373 The loan is 9.10% p.a.
Limited (Capex-1) repayable in 37
equal monthly
instalments
HDFC Bank Term Loan 1500 1006 The loan is 10.03% p.a.
Limited (Capex-2) repayable in 62
equal monthly
instalments
HDFC Bank Term Loan 1000 1000 The loan is 9.83% p.a.
Limited (Capex-3) repayable in 60
equal monthly
instalments
HDFC Bank Working 4000 3299* Monthly 8.70% p.a. to
Limited Capital Loan 9.70% p.a.
Total 5678

Notes:
1. Our Company has obtained a certificate dated 30 September, 2024, from CNK & Associates LLP., Chartered Accountants
who have certified that the borrowings mentioned in the table above have been utilised towards the purposes for which such
borrowings were availed.
2. *The figures of outstanding Working Capital Loan position from HDFC Bank Limited are closing balance as at September
29, 2024.

The following table provides details of the unsecured borrowings availed by our company from Indus
Petrochem Limited in terms of the Loan Agreement:

Name of Date of Purpose Nature of Sanctioned Principal amount Rate of Tenure of loan
the Agreement borrowing Amount outstanding as on interest
lender (in ₹ lakhs) September 29,
2024
(in ₹ lakhs)
Indus 29.11.2021 To repay the loans Unsecured 3500 3500 8.75% p.a.Full
Petrochem taken by company Loan Repayment on
Limited from erstwhile due date i.e. 30
promoters May 2025

Notes:
1. Our company has obtained a certificate dated 30 September, 2024, from CNK & Associates LLP., Chartered Accountants who
have certified that the unsecured borrowings availed by our Company under the Loan Agreement, has been utilised towards the
purpose for which such borrowing was availed.

We believe that such repayment and/or pre-payment of our borrowings will help reduce our outstanding
indebtedness and debt servicing costs and enable utilisation of our accruals for further investment in our
business growth and expansion.

We have considered the following factors for identifying the loans that will be repaid or prepaid out of
the Net Proceeds:

1. Costs, expenses and charges relating to the facility including interest rates involved;
2. Presence of onerous terms and conditions under the facility;
3. Ease of operation with the lender;
4. Terms and conditions of consents and waivers;
5. Provisions of any legal requirements governing such borrowings; and/or
6. Other commercial considerations including, inter alia, the amount of the loan outstanding and
the remaining tenor of the loan.

53
 Our Company may utilise the Net Proceeds for part prepayment of any such refinanced facilities or
repayment of any additional facilities obtained by our company. However, the aggregate amount to be
utilised from the Net Proceeds towards repayment and/or prepayment, in part or full of such borrowings
(including refinanced or additional facilities availed, if any), would not exceed ₹11,000 lakhs. In light of
the above, at the time of filing the Letter of Offer, the table above shall be suitably updated to reflect the
revised amounts, loans or borrowings, as the case may be. In the event our Board deems appropriate, the
amount allocated for estimated schedule of deployment of Net Proceeds in a particular Financial Year
may be repaid/ pre-paid in part or full by our Company in the subsequent Financial Year.

2. Setting up of project for expansion, modernization and allied activities.

The purpose of the project is to establish storage tanks and warehouse capacity, which is essential for
meeting the increased demand for raw materials and finished goods in our production processes. By
completing this project, we aim to align our operations with customer requirements and ensure we can
effectively respond to market demands.

Land and Location

The land on which the expansion project is proposed to be set up is located at Village Rasal, Pali-Khopoli
Road, Taluka Sudhagad, District Raigad, Maharashtra India. This land is located adjacent to our existing
manufacturing plant. Our Company has entered into Memorandum of Understanding dated August 9,
2024 with Mr. Jeet Malhotra, Director of our Company for acquisition of the said land and the resolution
for the same has been passed by the Board of Directors of the Company dated August 9, 2024 for the
said land which will be acquired by our Company through internal accruals and no proceeds of the rights
issue are proposed to be utilized for the acquisition of the land.

The details of the land proposed to be acquired is given below.

Land No. Total Area Area proposed to be Owner Name

utilized for the project
31/7 9900 Sq. mtr 9900 Sq. mtr Jeet Malhotra
32/4 4690 Sq. mtr. 4690 Sq. mtr. Jeet Malhotra

Estimated cost

The total estimated cost of the project is ₹ 2250 lakhs, as certified by Ashok Sonje, an independent
chartered engineer having membership number F-1296155. The detailed break-down of estimated cost
is set forth below.

Particulars Total Estimated (in Rs. lakhs)

Civil Works 885
Plant and Machinery 1365

Civil works

The total estimated cost for civil works for the project is ₹ 885 lakhs. The breakdown of the associated
costs is set forth below:

Particulars Total estimated Vendor Name PO Date Delivery Date

cost
Warehouse 3,10,33,616.50 Limbhore Engineering 04-03-2024 08-03-2024
Project Civil Contractors Pvt Ltd
Construction
Work
Fabrication & 1,53,63,600.00 Shri Ganesh Electricals 17-06-2024 22-06-2024
Erection Of & Fabricat
Npp Tank

54
 Particulars Total estimated Vendor Name PO Date Delivery Date
cost
NPP Tank 68,45,480.89 Limbhore Engineering 08-03-2024 15-03-2024
Farm Contractors Pvt Ltd
Construction
Ss Tank 55,52,136.00 Partha Engineers 13-08-2024 30-08-2024
Fabrication &
Erection Work
New 53,04,973.20 Limbhore Engineering 08-08-2024 14-08-2024
Warehouse Contractors Pvt Ltd
Civil Work
NPP Tank 37,85,109.60 Sheth Trading 17-08-2024 26-08-2024
Farm Pipe Corporation
Fitting
NPP Tank 35,48,760.32 Partha Engineers 13-08-2024 30-08-2024
Farm Pipe
Rack
Fabrication
And Erection
New Tank 29,60,443.00 Prathit Automation 18-09-2024 31-12-2024
Farm- Technologies Pvt.Ltd.
Commissioning
Activity Of
Instruments
50 KL And 35 24,23,720.00 Technocrat Solutions 21-05-2024 31-05-2024
KL Tank
Fabrication
New Tank 23,56,224.00 Bravo Cable Trays 19-08-2024 04-09-2024
Farm - Cable Private Limited
Tray
Instrumentation
Steam Line 18,85,785.14 Forbes Marshall Pvt 12-08-2024 04-09-2024
Tankfarm Ltd
Ware House 16,37,837.76 Sheth Trading 14-08-2024 20-08-2024
Structure Corporation
NPP Tank 15,18,676.99 Sheth Trading 09-08-2024 14-08-2024
Farm Pipe Corporation
Rack Structure
Civil Work- 12,63,485.00 Limbhore Engineering 08-04-2024 18-04-2024
Providing & Contractors Pvt Ltd
Laying M-20
Concrete Floor
& Road Work
for Storage of
Finish Goods
Service In 10,82,178.00 Nirav Navneetrai Shah 29-12-2023 26-12-2023
Respect of
Architect, Civil
& Structural
Design of
Warehouse
Parking 10,25,095.50 Vishwas Gadre And 22-02-2024 27-02-2024
Boundary Wall Associates
Construction
Work
Ware House 9,61,110.00 Sheth Trading 08-08-2024 13-08-2024
Structure Corporation

55
Procurement of plant and machinery

While, the estimated cost for the project in relation to procurement of plant and machinery is ₹ 1365
lakhs, it is based on our current estimates and may be subject to change due to the ancillary activities.
The specific number and nature of such plant and machinery to be procured by our Company will depend
on our business requirements. Therefore, the details of the plant and machinery to be procured from the
proceeds of the Issue may change between the filing of this Draft Letter of Offer and the Letter of Offer.

A list of such plant and machinery that we intend to purchase, along with details of the work
orders/purchase orders we have placed in this respect is set forth below.

Machinery and other details

Machinery Name Cost of Machine Vendor Name Date of Date of

(Rs.) placement supply
order
Plate For Npp Tank 2,50,28,319.20 Jindal Stainless 01-07-2024 05-08-2024
Farm Limited
Material For Tank 1,15,29,036.60 Sheth Trading 02-09-2024 07-09-2024
Farm Pipe Corporation
Reach Truck For 80,83,000.00 Toyota Material 10-06-2024 10-08-2024
Warehouse Handling India
Private Limited
Material For Three 75,25,243.50 Sheth Trading 02-09-2024 07-09-2024
Coil And Single Coil Corporation
Pipe
Valves For Npp 66,41,635.94 Liberty Valves 12-08-2024 26-09-2024
Tankfarm. Private Limited
Material For 65,47,938.00 Toros 04-09-2024 05-10-2024
Warehouse Racking Engineering
System
Ss Plates For 100kl 63,08,280.00 Jindal Stainless 15-05-2024 12-06-2024
Tank For Tank Limited
Fabrication
Ss Plates For 35kl & 58,74,276.00 Jindal Stainless 15-05-2024 12-06-2024
50kl Tanks For Tank Limited
Fabrication
New Tank Farm- On- 51,92,000.00 Integral Process 25-07-2024 10-10-2024
Off Valves Controls India Pvt
Ltd
New Tank Farm 50,74,000.00 Microfinish 18-04-2024 06-08-2024
Centrifugal Pumps Pumps Pvt Ltd
Imcc For Tank Farm 50,74,000.00 Technocrafts 02-03-2024 13-05-2024
Project Switchgears
Private Limited
New Tank Farm- 48,40,336.40 Srico Marketing 17-08-2024 10-09-2024
Instrumentation Private Limited
Cables
Electrical Material 32,26,984.70 Srico Marketing 13-08-2024 29-08-2024
For Tankfarm Private Limited
Ware House 30,83,770.70 Sheth Trading 30-07-2024 02-08-2024
Structural Material Corporation
Structural Material & 29,94,237.28 Sheth Trading 08-08-2024 14-08-2024
Foundation Bolt Use Corporation
In Tank Farm Pipe
Rack

56
 Machinery Name Cost of Machine Vendor Name Date of Date of
(Rs.) placement supply
order
Requirement Of Gear 28,04,860.00 Delta P D Pumps 03-05-2024 12-08-2024
Pump For Npp Pvt Ltd
Tankfarm
New Tank Farm - 27,55,347.20 Endress + Hauser 01-08-2024 28-09-2024
Level Transmitters (India) Pvt. Ltd
Material For Tank 24,00,929.48 R S Tube 02-09-2024 07-09-2024
Farm Pipe Industries
Ware House Roofing, 23,66,171.40 Faisal Roofing 10-09-2024 17-09-2024
Clading,Flashing & Solution (I)
Ridge Vent Material Private Limited
Supply
NPP Tank Farm Curb 20,04,506.07 Sheth Trading 23-08-2024 26-08-2024
Angle Tank Corporation
New Tank Farm - Ss 16,12,457.02 Trueway 21-08-2024 11-09-2024
Tubes & Fittings Engineeering
Industries
Tmt Steel Bar 13,98,064.00 Sheth Trading 03-09-2024 07-09-2024
Corporation
Ware House Crz 14,14,512.09 Maxroof 21-08-2024 03-09-2024
Purline Corporation
Private Limited
TMT Steel Bar Fe- 13,98,064.00 Sheth Trading 03-09-2024 07-09-2024
500D For New Corporation
Warehouse Project
Work
500 TMT Bars for 13,55,978.12 Hemchanda 20-02-2024 27-02-2024
New Warehouse Enterprises
Project Work Private Limited
TMT Bar 550D 11,82,714.00 Hemchanda 05-07-2024 13-07-2024
Required for New Enterprises
Warehouse & Private Limited
Tankfarm Project
500D TMT Steel Bar 11,56,400.00 Sheth Trading 31-08-2024 04-09-2024
for New Warehouse Corporation
& Tankfarm Project
Work
500D Grade TMT 11,04,928.40 Sheth Trading 09-05-2024 06-06-2024
Bar Required For Corporation
New Warehouse
Project
Electrical Installation 10,87,129.28 Abhay Enterprise 10-09-2024 15-09-2024
for NPP Tank Farm
Project
NPP Tank Farm 9,79,612.40 R K Trading 22-08-2024 28-08-2024
Nozzle Flange
Steel TMT Bar for 9,43,899.70 Sheth Trading 10-01-2024 13-01-2024
New Tank Farm & Corporation
Pump Foundation
Project
Equipment For 9,08,600.00 Toyota Material 06-09-2024 28-09-2024
Warehouse BOPT Handling India
Private Limited

57
 Machinery Name Cost of Machine Vendor Name Date of Date of
(Rs.) placement supply
order
NPP Tank Farm Air 9,06,471.28 Galaxy Industrial 20-08-2024 30-10-2024
Receiver and Equipments
Nitrogen Receiver Private Limited
Dock Leveler 8,85,000.00 Jay Equipment & 19-07-2024 27-08-2024
Required For New Systems Pvt. Ltd
Warehouse
Material For 8,59,807.00 Sheth Trading 02-09-2024 07-09-2024
Instrument Air Piping Corporation

Our Promoters, Directors and Key Managerial Personnel do not have any interest in the vendor entities
from whom we are purchasing the plant and machineries.

Project schedule

The detailed schedule of the implementation of the project is set forth below:

Particulars Estimated date of Estimated date of

commencement completion
Commencement of Foundation work for 15.03.2024 30.06.2024
warehouse
Commencement of Plinth work for warehouse 15.08.2024 31.10.2024
Commencement of Foundation work for Tank 15.03.2024 30.06.2024
Farm
Commencement of structure work for 15.11.2024 31.01.2024
warehouse
Commencement of structure work for Tankfarm 15.10.2024 31.12.2024

Fabrication work & Internal Work and Painting 10.01.2024 31.03.2025

work for warehouse and Tank Farm

Entire Project is due to be completed on or before 31.03.2025.

Details of means of Finance

Particulars Amount (in Rs. lakhs)

Cost of the Expansion Project 2250
Amount proposed to be financed from the Net Proceeds 2150

3. General Corporate Purposes

Our Company intends to deploy the balance Net Proceeds aggregating up to ₹ [●] lakhs towards general
corporate purposes, provided that the amount to be utilized for general corporate purposes shall not
exceed 25% of the Gross Proceeds. Such utilization towards general corporate purposes shall be to drive
our business growth including, acquiring assets which our Company may require in the course of any
business and any other purpose as permitted by applicable laws and as approved by our Board or a duly
appointed committee thereof, subject to meeting regulatory requirements and obtaining necessary
approvals/consents, as applicable. Our management will have flexibility in utilizing the proceeds
earmarked for general corporate purposes.

Estimated Issue related expenses

The estimated issue related expenses are as follows:

58
 Particulars Estimated As a % of the As a % of total
amount* total estimated issue size
Issue expenditure
Fee payable to the Lead Manager (including [●] [●] [●]
underwriting commission, brokerage and selling
commission)
Fee payable to the legal counsels [●] [●] [●]
Fee payable to other professional service providers [●] [●] [●]
including auditors
Printing and stationery, distribution, postage etc. [●] [●] [●]
Fees payable to the Registrar to the Issue [●] [●] [●]
Advertising and marketing expenses and [●] [●] [●]
shareholder outreach expenses
Fees payable to regulators (including Stock [●] [●] [●]
Exchange/SEBI, depositories and other statutory
fee as applicable)
Other expenses (including miscellaneous [●] [●] [●]
expenses) #
Total estimated Issue expenses* [●] [●] [●]
*
Includes applicable taxes. Subject to finalization of Basis of Allotment. In case of any difference between the estimated Issue
related expenses and actual expenses incurred, the shortfall or excess shall be adjusted with the amount allocated towards general
corporate purposes.
#
Includes fees payable to Statutory Auditors and any such expense not specifically covered.

Bridge financing facilities

Our Company has not availed any bridge loans from any banks or financial institutions as on the date of this Draft
Letter of Offer, which are proposed to be repaid from the Net Proceeds.

Interim use of funds

Our Company shall deposit the Net Proceeds, pending utilization of the Net Proceeds for the purposes described
above, by depositing the same with scheduled commercial banks included in second schedule of Reserve Bank of
India Act, 1934.

Monitoring of utilization of funds

Our Company has appointed [●] as the Monitoring Agency to monitor the utilization of the Net Proceeds and the
Monitoring Agency shall submit a report to our Board as required under Regulation 82 of the SEBI ICDR
Regulations. Our Company will disclose the utilization of the Net Proceeds under a separate head in our balance
sheet along with the relevant details, for all such amounts that have not been utilized. Our company will indicate
instances, if any, of unutilized Net Proceeds in the balance sheet of our company for the relevant Financial Years
subsequent to receipt of listing and trading approvals from the Stock Exchange. Pursuant to Regulation 32(3) of
the SEBI Listing Regulations, our company shall, on a quarterly basis, disclose to the Audit Committee the uses
and applications of the Net Proceeds including deviations or category wise variations, if any. Further, pursuant to
Regulation 32(5) of the SEBI Listing Regulations, on an annual basis, our Company shall prepare a statement of
funds utilized for purposes other than those stated in this Draft Letter of Offer and place it before the Audit
Committee and make other disclosures as may be required until such time as the Net Proceeds remain unutilized.
Such disclosure shall be made only until such time that all the Net Proceeds have been utilized in full. The
statement shall be certified by the Statutory Auditors of our Company. Furthermore, in accordance with
Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchange on a quarterly
basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the Issue from the
Objects as stated above; and (ii) details of category wise variations in the actual utilization of the proceeds of the
Issue from the Objects as stated above. This information will also be published on our website and explanation
for such variation (if any) will be included in our director’s report, after placing it before the Audit Committee.

59
Appraising entity

None of the Objects for which the Net Proceeds will be utilized have been appraised by any agency.

Strategic or Financial Partners

There are no strategic or financial partners to the Objects.

Interest of Promoters, Promoter Group and Directors, in the objects of the Issue.

Neither the Promoters, Promoter Group, Directors, Group Companies or Key Management Personnel has entered
into nor are planning to enter into any arrangement/ agreements, except as mentioned above, with Promoters,
Promoter Group, Directors, Key Management Personnel or our Group Companies in relation to the utilization of
the Net Proceeds of the Issue. Further, except in the ordinary course of business, there is no existing or anticipated
interest of such individuals and entities in the Objects, as set out above.

60
 STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS

To,
The Board of Directors,
Sunshield Chemicals Limited
1501-A, Universal Majestic,
P. L. Lokhande Marg,
Mumbai 400043

Fortress Capital Management Services Private Limited

2nd Floor, Daryanagar House,
69, Maharshi Karve Road,
Marine Lines (East),
Mumbai – 400002

(Fortress Capital Management Services Private Limited refrred to as the “Lead Manager”)
Dear Sir/Ma’am,

Re: Proposed rights issue of equity shares of face value of Rs. 10/- each (“Equity Shares”) of Sunshield
Chemicals Limited (“Company” and such rights issue, the “Issue”).

We report that the enclosed statements in Annexure I and Annexure II, states the possible special tax benefits
under direct tax laws i.e. Income-tax Act,1961 and Income tax Rules, 1962 including amendments made by
the Finance Act, 2022 (hereinafter referred to as “Income Tax Laws”) , and indirect tax laws i.e. the Central
Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective State Goods and
Services Tax Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975 (hereinafter referred to as “Indirect
Tax Laws”) as amended, including the relevant rules and regulations, circulars and notifications issued there
under, Foreign Trade Policy force in India, available to the Company and its shareholders. Several of these
benefits are dependent on the Company, its shareholders as the case may be, fulfilling the conditions prescribed
under the relevant provisions of the statute. Hence, the ability of the Company, its shareholders to derive the
special tax benefits is dependent upon their fulfilling such conditions, which based on business imperatives
the Company and its shareholders faces in the future, the Company and its shareholders may or may not choose
to fulfill.

We confirm that the information herein is true, fair, correct, complete, accurate, not misleading and does not
contain any untrue statement of a material fact nor omit to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which they were made, not misleading and adequate
to enable investors to make a well informed decision.

We confirm that while providing this certificate, we have complied with the Code of Ethics issued by the
Institute of Chartered Accountants of India. We also have complied with the relevant applicable requirements
of the Standard on Quality Control (SQC) 1, ‘Quality Control for Firms that Perform Audits and Reviews of
Historical Financial Information, and Other Assurance and Related Services Engagements,’ issued by the
ICAI.

The benefits discussed in the enclosed statements cover only special tax benefits available to the Company
and to the shareholders of the Company and are not exhaustive and do not cover any general tax benefits
available to the Company or its shareholders. The tax benefits listed herein are only the possible special tax
benefits which may be available under the current direct tax laws presently in force in India. Further, any
benefits available under any other laws within or outside India have not been examined and covered by this
Statement.

The benefits discussed in the enclosed statements in Annexure I and Annexure II are not exhaustive. The
preparation of the contents stated in the Annexures is the responsibility of the Company’s management. This
statement is only intended to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the
changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific

61
tax implications arising out of their participation in the Issue. Neither are we suggesting nor advising the
investor to invest in the Issue based on this statement.

We do not express any opinion or provide any assurance as to whether:

(i) The Company or its shareholders will continue to obtain these benefits in future; or
(ii) The conditions prescribed for availing the benefits, where applicable, have been/would be met with.

The contents of the enclosed statement are based on information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the
Company.

We also consent to the references, to us, as “Experts” as defined under Section 2(38) of the Companies Act,
2013, read with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder
and included in the Draft Letter of Offer and the Letter of Offer (“Offer Documents”) of the Company or in
any other documents in connection with the Issue.

We hereby give consent to include this statement of special tax benefits in the Offer Documents and in any
other material used in connection with the Issue.

This certificate is issued for the sole purpose of the Issue, and can be used, in full or part, for inclusion in the
Offer Documents and any other material used in connection with the Issue, and for the submission of this
certificate as may be necessary, to any regulatory/statutory authority, recognized stock exchange, any other
authority as may be required and/or for the records to be maintained by the Lead Manager in connection with
the Issue and in accordance with applicable law and for the purpose of any defense the Lead Manager may
wish to advance in any claim or proceeding in connection with the contents of the Offer Documents.

This certificate may be relied on by the Company, Lead Manager, their affiliates, and the legal counsel in
relation to the Issue.

We undertake to immediately update you, in writing, of any changes in the above-mentioned information until
the date the Equity Shares issued pursuant to the Issue commence trading on the recognized stock exchange.
In the absence of any such communication, you may assume that there is no change in respect of the matters
covered in this certificate until the date the Equity Shares commence trading on the recognized stock exchange.

Yours faithfully,

For and on behalf of

M/s C N K & Associates LLP

Chartered Accountants
Firm Registration Number: 101961W/W100036

Name: Diwakar Sapre

Partner
ICAI Membership Number: 040740
UDIN: 24040740BKEYMN4492

Date: September 30, 2024

Place: Mumbai

CC:
Legal Counsel to the Issue

Rajani Associates, Advocates and Solicitors

204-207, Krishna Chambers
59, New Marine Lines
Mumbai 400 020

62
 ANNEXURE I

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO SUNSHIELD

CHEMICALS LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE INCOME
TAX ACT, 1961 (HEREINAFTER REFERRED TO AS “INCOME TAX LAWS”)

1. Special tax benefits available to the Company under the Income Tax Laws

There are no special tax benefits available to the Company.

2. Special tax benefits available to the shareholders under the Income Tax Laws

There are no special tax benefits available to the shareholders of the Company.

Notes:
a. The above Statement sets out the provisions of law in a summary manner only and is not a
complete analysis or listing of all potential tax consequences of the purchase, ownership and
disposal of shares.
b. The above statement covers only certain relevant direct tax law benefits and does not cover
any indirect tax law benefits or benefit under any other law.
c. The above statement of possible special tax benefits is as per the current direct tax laws
relevant for the assessment year 2025-26.
d. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual
nature of tax consequences, each investor is advised to consult his/her own tax advisor with
respect to specific tax consequences of his/her investment in the shares of the Company.
e. In respect of non-residents, the tax rates and consequent taxation will be further subject to
any benefits available under the relevant DTAA, if any, between India and the country in
which the non-resident has fiscal domicile.
f. No assurance is given that the revenue authorities/courts will concur with the views
expressed herein. Our views are based on the existing provisions of law and its
interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.

63
 ANNEXURE II

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO SUNSHIELD

CHEMICALS LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE
CENTRAL GOODS AND SERVICES TAX ACT, 2017, INTEGRATED GOODS AND SERVICES
TAX ACT, 2017, RESPECTIVE STATE GOODS AND SERVICES TAX ACT, 2017 (‘GST ACT),
CUSTOMS ACT, 1962 (‘CUSTOM ACT’), CUSTOMS TARIFF ACT, 1975 (‘TARRIF ACT’)
(HEREINAFTER REFERRED TO AS “INDIRECT TAX LAWS”)

1. Special tax benefits available to the Company under the Indirect Tax Laws

There are no special indirect tax benefits available to the Company.

2. Special tax benefits available to the shareholders under the Indirect Tax Laws

There are no special indirect tax benefits applicable in the hands of shareholders for investing in the
shares of the Company.

Notes:
a. The above statement is based upon the provisions of the specified Indirect tax laws, and
judicial interpretation thereof prevailing in the country, as on the date of this Annexure.
b. The above statement covers only above-mentioned indirect tax laws benefits and does not
cover any direct tax law benefits or benefit under any other law.
c. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice.
d. No assurance is given that the revenue authorities/courts will concur with the views
expressed herein. Our views are based on the existing provisions of law and its
interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.

64
 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

The information in this section has been extracted from various websites and publicly available documents. The
data may have been re-classified by us for the purpose of presentation. Neither the company, the Lead Manager
or any of their or our respective affiliates or advisors or any other person connected with the Issue have
independently verified this information. Industry sources and publications generally state that the information
contained therein has been obtained from believed to be reliable sources, but their accuracy, completeness and
underlying assumptions are not guaranteed, and their reliability cannot be assured. They are prepared based on
information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates, projection forecasts and assumptions that may prove
to be incorrect. Such data involves risks, uncertainties and numerous assumptions and is subject to change based
on various factors, including those discussed in the section titled “Risk Factors” on page 22 of the Draft Letter
of Offer. Accordingly, investors should not place undue reliance on information.

Global Economy Outlook

The global economy is currently in a challenging position, with growth projected to remain steady at 3.2 percent
in 2024 and 3.3 percent in 2025, according to the latest World Economic Outlook (WEO) report (July 2024).
Despite this stable outlook, economic activity is showing varied momentum across different regions. Some
countries, particularly in Asia, are experiencing stronger-than-expected growth, while others, like Japan and the
United States, face unexpected slowdowns. The narrowing output divergence across economies indicates that
cyclical factors are diminishing, and economic activity is becoming more aligned with its potential.

Global disinflation is encountering obstacles, particularly due to persistent inflation in the services sector. While
goods prices are experiencing stronger disinflation, services inflation remains stubbornly high, complicating
monetary policy normalization. This scenario has increased the risks of inflation persisting longer than
anticipated, potentially leading to higher interest rates for an extended period. Central banks in advanced
economies are cautious about cutting rates too soon, while those in emerging markets face external risks related
to currency depreciation.

Financial conditions globally remain accommodative, supported by buoyant corporate valuations despite rising
longer-term yields. However, these higher yields could pressure fiscal discipline, especially in countries
struggling to control spending or increase taxes. Commodity prices are also impacting the economic outlook, with
energy prices expected to decline but still influenced by geopolitical factors like OPEC+ production cuts and
Middle East conflicts. As a result, the pace of monetary policy normalization varies across regions, reflecting the
diverse inflationary pressures.

The growth outlook for various regions is mixed. In advanced economies, growth is expected to converge, with
the United States facing a slight downward revision in its growth forecast due to a slower start to the year. In
contrast, the euro area shows signs of recovery, driven by stronger services activity and exports. Japan's growth
forecast has been revised downward due to temporary supply disruptions. However, growth prospects in Latin
America, the Middle East, and Sub-Saharan Africa are more subdued due to regional challenges.

World trade is projected to recover, aligning with global GDP growth, despite ongoing cross-border trade
restrictions. Inflation, while expected to decline, will do so at a slower pace in advanced economies due to
persistent services inflation and higher commodity prices. Emerging markets will see a slower reduction in
inflation, though it is expected to approach pre-pandemic levels. Overall, the risks to the economic outlook remain
balanced, with concerns about inflation persistence, trade tensions, and geopolitical uncertainties.

Policymakers face the dual challenge of restoring price stability while addressing the legacies of recent crises.
This will require careful coordination of monetary and fiscal policies, with a focus on achieving sustainable
growth and replenishing lost economic buffers. In emerging markets, managing currency volatility and capital
flows will be crucial. Additionally, addressing medium-term growth prospects through productivity enhancement,
labour market integration, and multilateral cooperation will be vital for future economic resilience. The global
economic landscape remains uncertain, and careful policy management will be essential to navigate the challenges

65
ahead.

Emerging markets outlook

The forecast for growth in emerging market and developing economies is revised upward; the projected increase
is powered by stronger activity in Asia, particularly China and India. For China, the growth forecast is revised
upward to 5 percent in 2024, primarily on account of a rebound in private consumption and strong exports in the
first quarter. In 2025, GDP is projected to slow to 4.5 percent, and to continue to decelerate over the medium term
to 3.3 percent by 2029, because of headwinds from aging and slowing productivity growth. The forecast for
growth in India has also been revised upward, to 7.0 percent, this year, with the change reflecting carryover from
upward revisions to growth in 2023 and improved prospects for private consumption, particularly in rural areas.

WORLD ECONOMIC OUTLOOK GROWTH PROJECTIONS

Projections
Real GDP, annual % change 2023 2024 2025
World Output 3.2 3.2 3.2
Advanced Economies 1.6 1.7 1.8
United States 2.5 2.7 1.9
Euro Area 0.4 0.8 1.5
Germany -0.3 0.2 1.3
France 0.9 0.7 1.4
Italy 0.9 0.7 0.7
Spain 2.5 1.9 2.1
Japan 1.9 0.9 1
United Kingdom 0.1 0.5 1.5
Canada 1.1 1.2 2.3
Other Advanced Economies 1.8 2 2.4
Emerging Markets and Developing Economies 4.3 4.2 4.2
Emerging and developing Asia 5.6 5.2 4.9
China 5.2 4.6 4.1
India 7.8 6.8 6.5
Emerging and developing Europe 3.2 3.1 2.8
Russia 3.6 3.2 1.8
Latin America and the Caribbean 2.3 2.0 2.5
Brazil 2.9 2.2 2.1
Mexico 3.2 2.4 1.4
Middle East and Central Asia 2.0 2.8 4.2
Saudi Arabia -0.8 2.6 6.0
Sub Saharan Africa 3.4 3.8 4.0
Memorandum
Emerging market and middle-income economies 4.4 4.1 4.1
Low income developing countries 4.0 4.7 5.2
Source: International Monetary Fund, World Economic Outlook Update, July 2024.

Indian Economy Outlook

India’s Economic Landscape and Growth Trajectory

In FY23, India surpassed the UK to become the world's fifth-largest economy, driven by strong economic growth
in the first quarter and a resilient recovery from the COVID-19 pandemic. The country's nominal GDP for 2023-
24 is projected at Rs. 295.36 lakh crores (US$ 3.54 trillion), reflecting a 9.6% growth rate, albeit slower than the
14.2% seen in 2022-23. This growth is fuelled by strong domestic consumption, increased investment, and the

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government's focus on capital expenditure, particularly in the latter half of FY24.

India’s exports during April-June 2025 reached US$ 109.11 billion, led by Engineering Goods (25.35%),
Petroleum Products (18.33%), and Electronic Goods (7.73%). Rising employment and private consumption,
bolstered by improved consumer sentiment, are expected to sustain GDP growth in the coming months.

Future government capital spending is anticipated to be supported by factors like tax buoyancy, streamlined tax
systems, rationalized tariff structures, and digitization efforts. In the medium term, increased infrastructure
spending is set to amplify growth multipliers, with the services sector playing a crucial role in driving this growth.

India is currently the fastest-growing major economy globally and is poised to be one of the top three economic
powers in the next 10-15 years, underpinned by its robust democracy and strong partnerships. The country's
attractiveness as an investment destination has been strengthened by global economic volatility, as evidenced by
record funds raised by India-focused ventures in 2022.

Market Size and Future Prospects

Real GDP for 2023-24 is estimated at Rs. 173.82 lakh crores (US$ 2.08 trillion), showing an 8.2% growth rate,
up from 7.0% in the previous year. India hosts 113 unicorn startups valued at over US$ 350 billion, with the
fintech sector expected to generate the largest number of future unicorns. The government is also committed to
achieving 40% of its energy from non-fossil sources by 2030, with a broader goal of Net Zero Emissions by 2070,
supported by the 'Panchamrit' strategy.

According to the McKinsey Global Institute, India needs to create 90 million non-farm jobs by 2030 to boost
productivity and sustain economic growth. The current account deficit (CAD) narrowed to 0.7% of GDP in FY24,
thanks to a reduction in the merchandise trade deficit.

Exports played a critical role in economic recovery post-pandemic but may face challenges as global economic
conditions tighten. However, Indian exports are still expected to reach US$ 1 trillion by 2030, as stated by Minister
of Commerce and Industry.

Government Initiatives and Road Ahead

The Indian government has launched several initiatives, including Make in India, Start-up India, Digital India,
and the Smart City Mission, to bolster the economy. These programs aim to create significant opportunities for
growth and development.

In FY24, capital expenditure by the government increased by 37.4% to Rs. 10 lakh crore (US$ 120.12 billion),
signalling a shift towards higher-quality spending. This increase was supported by improved tax compliance,
higher corporate profitability, and enhanced economic activity.

India's export growth has remained robust, with merchandise exports growing by 8.39% and service exports by
29.82% year-over-year until April 2023. Inflationary pressures have also eased, with CPI-C inflation dropping
from 7.01% in June 2022 to 5.02% in September 2023, aided by government actions, flexible monetary policies,
and easing global commodity prices.

Source: IBEF, Indian economy overview, July 2024.

Global Specialty Chemical Sector

The global specialty chemicals market was valued at USD 641.5 billion in 2023 and is projected to grow at a
compound annual growth rate (CAGR) of 5.2% from 2024 to 2030. This growth is driven by increasing demand
across various sectors, including construction, water treatment, and electronics, as well as advancements in
process technology and trade liberalization. Additionally, there is rising demand from the pharmaceuticals, food
and feed additives, and flavours and fragrances sectors.

However, the specialty chemicals market is experiencing significant impacts from rising oil prices. Elevated
energy costs have led to higher chemical prices, which have affected profit margins for manufacturers. Supply

67
chain disruptions, particularly in the European region, have also impacted the import and export of raw materials,
influencing the overall market.

Market Concentration and Characteristics

The specialty chemicals market is currently in a high-growth stage, with an accelerating pace of expansion. It is
characterized by substantial investments in research and development, leading to a moderate to high level of
innovation. As specialty chemicals are highly function-specific, continuous innovation is crucial for maintaining
competitive advantage and meeting evolving market needs.

The industry is heavily influenced by regulatory standards aimed at mitigating the environmental and health
impacts of chemical production. This has driven a shift toward developing and promoting products that are more
environmentally friendly and user-safe. Consequently, traditional chemical manufacturers are increasingly
focused on creating sustainable solutions.

The threat of substitutes in the specialty chemicals market is expected to remain low in the coming years.
Customers typically seek products with specific performance and application requirements, making it difficult for
conventional chemicals or alternative products to replace specialized formulations.

The market exhibits high end-user concentration, encompassing diverse industries such as automotive, electrical
and electronics, and oil and gas. Product prices are closely linked to raw material costs, leading to price volatility
that affects final product pricing. As a result, customers possess low to medium bargaining power.

Market Dynamics

Specialty chemicals are integral to numerous industrial sectors. More than half of the globally produced specialty
chemicals are used in four major end-use sectors: food and beverages; soap, cleaning, and cosmetics; construction;
and electrical and electronics. The market is anticipated to experience significant growth in emerging markets due
to industrialization and rising consumer-driven economies. Notably, categories such as specialty coatings,
electronic chemicals, nutraceuticals, flavours and fragrances, and organic personal care are expected to see rapid
growth, driven by positive trends in their respective end-use markets.

Product Insights

Industrial and institutional cleaning chemicals held the largest revenue share of 26.9% in 2023. These chemicals
are crucial in general-purpose cleaning, commercial floor maintenance, and ensuring hygiene and food safety.
The sector's growth is driven by the demand for eco-friendly, effective, and low-labour cleaning solutions, where
surfactants play a key role as wetting agents, detergents, foaming agents, dispersants, and emulsifiers.

Other notable segments include lubricating oil additives and specialty surfactants. The growth of these segments
is attributed to increasing consumer awareness of specialty chemicals' benefits and the expansion of end-use

68
industries. Specialty surfactants, used alongside commodity surfactants, are essential in various domestic and
industrial products

Regional Insights

The Asia Pacific region led the specialty chemicals market with a 49.9% revenue share in 2023, driven by
economic progress, industrialization, and growth in major end-use sectors. China and India are significant
contributors to this growth, with China being a global manufacturing leader. The demand for additives in the
region is influenced by applications in food and beverages, personal care and cosmetics, and pharmaceuticals.
China, India, and Japan are key manufacturing hubs, further fuelling market expansion in the Asia Pacific region.

India Specialty Chemicals Market

India is the second-largest market for specialty & fine chemicals in Asia Pacific. The market growth in this country
can be attributed to the presence of companies manufacturing these chemicals at a large scale in India.

Moreover, the penetration of specialty & fine chemicals in India is high owing to the presence of mature end-use
industries in the country. For instance, India is among the major automotive manufacturing countries in Asia
Pacific. The use of specialty chemicals such as fibres, sealants, paints, and adhesives in the automotive industry
of the country is expected to fuel the growth of specialty chemicals market in India in the coming years.

Europe Specialty Chemicals Market

Europe stands out as a significant market for specialty chemicals, trailing only Asia Pacific in prominence. The
region is home to major industrial economies, including the UK, Germany, France, Italy, Spain, and Russia, which

69
are increasingly populated by manufacturers and suppliers of electronics, cosmetics, and pharmaceuticals. The
robust presence of cosmetic manufacturing units drives substantial demand for specialty chemicals in Europe.

In the Middle East, countries like the UAE, Kuwait, and Saudi Arabia are experiencing rising demand for cosmetic
chemicals, which is expected to further penetrate the regional market. The young and dynamic population,
coupled with high purchasing power, is anticipated to contribute positively to market growth in the coming years.

Additionally, the food and beverage sector in the Middle East presents numerous opportunities for international
investors. Factors such as reliance on food trade, evolving consumer preferences, strategic geographic positioning,
and Gulf food programs have significantly boosted the food and beverages industry, thereby increasing the
demand for specialty chemicals.

In Latin America, the presence of major manufacturers such as Cargill, General Mills, and Kraft Foods is expected
to drive the demand for specialty chemicals. Key sectors such as automotive, transportation, chemical processing,
and construction are projected to be significant consumers of specialty polymers, coatings, adhesives, sealants,
plastic additives, and lubricants. Notable manufacturers of synthetic lubricants in the region include Exxon Mobil
Corporation, Royal Dutch Shell plc, Petrobras, and YPF.

Source: Grand View Research, January 2024.

Indian Chemical Industry

The Indian chemicals industry is a major global player, producing over 80,000 commercial products and
contributing 2.5% to global chemical sales. As the 6th largest producer of chemicals worldwide and 3rd in Asia,
the industry accounts for 7% of India’s GDP. It is projected to reach US$ 304 billion by 2025, growing at a CAGR
of 9.3%, driven by increased demand in specialty chemicals and petrochemicals. By 2040, this demand is expected
to nearly triple, reaching US$ 1 trillion, with significant contributions from the dye sector, which saw exports
totalling US$ 2.32 billion from April to March 2024.

India's specialty chemical companies are increasingly focusing on import substitution and exploring export
opportunities, positioning the country as the third-largest global consumer of polymers, with projected
consumption of 60 million tonnes by 2040. The agrochemicals market is also on a growth trajectory, expected to
expand at a CAGR of 8.6% to reach US$ 7.4 billion between 2021 and 2026. Specialty chemicals, accounting for
20% of the global chemicals industry's US$ 4 trillion market, are expected to grow at a CAGR of 12% in India,
reaching US$ 64 billion by 2025, driven by strong demand from both export and end-user industries.

India’s chemical industry holds a prominent global position, ranking as the third-largest consumer of polymers,
fourth-largest producer of agrochemicals, and sixth-largest producer of chemicals. The sector was valued at US$
220 billion in 2022 and is expected to grow to US$ 300 billion by 2025, reaching US$ 1 trillion by 2040. The
industry is also a global leader in generics and biosimilars, with Indian manufacturers supplying over 50% of the
world's vaccines.

The industry’s diversity is further underscored by its extensive product range and employment of over 2 million
people. Supported by a robust network of 200 national laboratories and 1,300 R&D centres, the chemical sector
is expected to contribute US$ 300 billion to India’s GDP by 2025. Specialty chemicals are a key growth area,
with the sector expected to expand at a CAGR of 12.4%, driven by improved exports and a positive outlook for
agrochemicals and surfactants. India also leads globally in dye manufacturing, exporting to over 90 countries,
with dye exports totalling US$ 1.69 billion from April to December 2023.

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Chemical Market Segmentation

The chemical market is divided into 5 key segments;

1. Bulk Chemicals
2. Petro chemicals and polymers
3. Fertilizers
4. Specialty chemicals and
5. Agrochemicals

Bulk Chemicals: These are groups of chemicals, which are manufactured on a large scale and further divided into
organic, inorganic and alkali chemicals.

Petro chemicals and polymers: These chemicals are derivatives of several chemical compounds such as
hydrocarbons which are derived from crude oil or natural gas.

Fertilizers: These provide nutrients for plant growth, are divided into organic/inorganic and natural/synthetic.
Further, these can be broadly classified into phosphate, potassium and nitrogenous.

Specialty Chemicals: These are derivatives of basic chemicals that are manufactured for specific end-use
solutions. The characteristics of these chemicals include high value, high R&D and low volume.

Agrochemicals: These chemicals are used to protect crops against insects and pests and include fungicides,
herbicides, and insecticides, among others. These chemicals can be applied in water irrigation, seeds, soils and
crops.

Advantage India

India's chemical market industry is poised for significant growth, driven by increasing demand from end-user
industries such as food processing, personal care, and home care. As the 6th largest producer of chemicals globally
and 3rd in Asia, India's chemical sector contributes 7% to the nation’s GDP. The market is set to expand rapidly,
with McKinsey projecting that demand for chemicals and petrochemicals in India will nearly triple, reaching US$
1 trillion by 2040. This growth is already evident, with exports of organic and inorganic chemicals rising by
16.75%, totalling US$ 2.50 billion in April 2024.

The industry's expansion is further supported by substantial investments and spending. Foreign Direct Investment
(FDI) inflows into the chemicals sector (excluding fertilizers) reached US$ 22.146 billion between April 2000
and March 2024. Significant development projects have also been initiated. Looking ahead, the Indian chemicals
and petrochemicals sector is projected to attract an investment of Rs. 8 lakh crore (US$ 107.38 billion) by 2025.
Additionally, the "Power and Renewable Energy Manufacturing Zone" in Narmada Puram, estimated at Rs. 460
crore (US$ 55.5 million), is expected to stimulate economic growth and job creation.

71
Government policy support has also played a crucial role in bolstering the chemical industry. The Interim Budget
for 2024-25 allocated Rs. 192.21 crore (US$ 23.13 million) to the Department of Chemicals and Petrochemicals.
Furthermore, the Union Cabinet approved the Production Linked Incentive (PLI) scheme for the National
Programme on Advanced Chemistry Cell Battery Storage in May 2021, alongside schemes to promote Bulk Drug
Parks with a budget of Rs. 1,629 crore (US$ 213.81 million). The Paradip Petroleum, Chemicals, and
Petrochemicals Investment Region (PCPIR) has already attracted investments worth US$ 8.84 billion (Rs. 73,518
crore), generating approximately 40,000 jobs.

Opportunities in the Indian chemical market continues to grow, with specialty chemicals companies expanding
capacities to meet rising domestic and international demand. As global companies seek to de-risk supply chains
previously dependent on China, India’s chemical sector stands to benefit significantly.

Recent chemical trends in India indicate that the specialty chemicals market in India would grow faster than
China, increasing its market share to 6% by 2026 from 3-4% in fiscal 2021.A shift in, the global supply chain
brought on by the China+1 strategy and a resurgence in domestic end-user demand was expected to fuel significant
revenue growth of 18–20% in 2022 and 14–15% in 2023.

Growth drives

The Indian chemical industry is poised for significant growth due to several key drivers. The rising demand,
supported by higher real disposable incomes and a growing middle class, is shifting production and consumption
towards Asian and Southeast Asian countries. This shift is further fuelled by an increasing consumer preference
for environment-friendly products. Government policies, such as 100% FDI under the automatic route and PLI
schemes promoting Bulk Drug Parks, are also playing a crucial role in this expansion.

Investment in the sector is accelerating, with the establishment of Petroleum, Chemicals, and Petrochemicals
Investment Regions (PCPIRs) attracting substantial investments. The government's push to increase the
manufacturing sector's share in GDP to 20% by 2025, along with efforts to boost domestic and foreign
investments, is driving the development of new greenfield and brownfield projects. Additionally, the rise in
domestic demand is expected to significantly increase chemical consumption per capita, particularly in industries
like personal care, agrochemicals, and food.

Post-COVID-19, the demand for disinfectants and related products has surged, further boosting the chemical
sector. The presence of skilled and low-cost labour, coupled with strong R&D capabilities, provides a competitive
edge to Indian chemical industries. The growing end-use industries, such as packaging, construction, and
automotive, along with the presence of global players like BASF and Dow Chemicals, are expected to drive the
market further, solidifying India's position as a key player in the global chemical industry.

Specialty Chemicals

The Indian specialty chemicals sector is poised for significant growth, driven by robust demand across various
end-user industries and strategic shifts in manufacturing. Here’s a closer look at the factors fuelling this expansion:

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Current Market Landscape
• Capital Expenditure Surge: Specialty chemical companies in India are ramping up their capital
expenditure (capex) plans, spurred by strong growth visibility and emerging opportunities in the market.
• Impact of China’s Regulatory Changes: Environmental regulations in China led to the cessation of
activities by many chemical companies in 2018. This gap has created opportunities for Indian
manufacturers to step in and ensure an uninterrupted supply of specialty chemicals.

Growth Projections
• The Indian specialty chemicals industry is expected to grow at a compound annual growth rate (CAGR)
of 11-12% by 2027, aiming to increase India’s share in the global specialty chemicals market from 3%
to 4%.
• According to EY, the industry was valued at approximately $220 billion and is projected to grow nearly
9% annually from 2020 to 2025, potentially reaching $300 billion by FY 2025. Long-term projections
estimate the sector could achieve a valuation of $1 trillion by FY 2040.

Key Growth Drivers by End-User Industry

1. Paints & Coatings

• Urbanization: Rising urban populations are driving demand for decorative and industrial
coatings.
• Middle-Income Households: An increase in the number of middle-income households is
leading to higher spending on home improvements.
• High Replacement Demand: There is a growing need for renovations and repaints, further
boosting demand.

2. Textile
• Export Growth: The Indian textile industry is experiencing a surge in exports, driving demand
for specialty chemicals used in fabric treatment and dyeing.
• Urbanization: Increased urbanization contributes to a growing middle class that values fashion
and quality textiles.
• Higher Disposable Income: As income levels rise, consumers are more likely to purchase
high-quality textiles.

3. Construction
• Cost Advantage: Compared to China and the US, expenditure on construction admixtures in
India remains relatively low, presenting an opportunity for growth.
• Infrastructure Development: Government initiatives and investments in infrastructure projects
are also fuelling demand for specialty chemicals in construction.

4. Home Care
• Increased Consumption: Growing consumer awareness and a shift towards quality home care
products are driving the demand for specialty chemicals in cleaning agents and personal care
items.

The Indian specialty chemicals market is on the verge of a significant transformation, backed by robust
growth drivers across multiple sectors. The convergence of increasing urbanization, rising incomes, and
strategic shifts in the global supply chain presents a unique opportunity for companies operating in this
space. As the industry gears up for substantial expansion, stakeholders should focus on innovation and
sustainable practices to capitalize on these emerging trends.

Favourable government initiatives

The Indian government has introduced several initiatives aimed at enhancing the growth and competitiveness of
the chemicals and petrochemicals sector. These measures focus on increasing domestic production, reducing
imports, attracting investments, and fostering innovation. Here’s an overview of the key initiatives:

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1. 2034 Vision for the Chemicals and Petrochemicals Sector:
• The government has laid out a 2034 vision to enhance domestic production, minimize imports,
and attract investments in the chemicals sector.
• A production-linked incentive (PLI) system is being implemented, offering 10-20% output
incentives specifically for the agrochemical sector. This aims to create a comprehensive end-
to-end manufacturing ecosystem through the development of industrial clusters.
2. Foreign Direct Investment (FDI) Policies:
• The government allows 100% FDI in the chemical sector through the automatic route, with
certain exceptions for hazardous chemicals. This policy encourages international investment
and expertise in the sector.
3. Industrial Licensing and Support:
• Industrial licensing has been streamlined, with approvals in most sectors except for a few
hazardous chemicals.
• The government supports the industry through research and development initiatives, reduced
basic customs duties on various products, and the ‘Make in India’ campaign, which promotes
domestic manufacturing.
4. Petroleum, Chemicals, and Petrochemical Investment Regions (PCPIRs):
• Four PCPIRs have been established as designated investment regions focused on the petroleum,
chemicals, and petrochemicals sectors, along with associated services. These regions are
designed to create a conducive environment for investment and industrial growth.
5. National Medical Devices Policy, 2023:
• In April 2023, the Cabinet approved the National Medical Devices Policy, 2023, which aims to
bolster the domestic manufacturing of medical devices, a crucial segment within the broader
chemicals sector.
6. Production-Linked Incentive (PLI) Scheme:
• The Government of India is considering launching a PLI scheme for the chemicals sector. This
initiative is expected to further boost domestic manufacturing capabilities and increase exports,
fostering a competitive market landscape.

The government’s proactive approach through various initiatives is expected to significantly bolster the growth
of the chemicals and petrochemicals sector in India. By improving the regulatory environment, encouraging
foreign investment, and promoting domestic production, these measures create a favourable landscape for
companies to thrive and compete on a global scale. As the sector continues to evolve, these initiatives will play a
pivotal role in shaping its future trajectory.

Source: IBEF Chemical Industry Report, May 2024.

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 OUR BUSINESS

The following information should be read together with, the more detailed financial and other information
included in this Draft Letter of Offer, including the information contained in the section titled 'Risk Factors',
beginning on page 22 of this Draft Letter of Offer.

This section should also be read in conjunction with the detailed information about our company including the
notes accompanying the financial statements. For comprehensive insights, refer to the chapters titled ‘Financial
Statements’ and ‘Management Discussion and Analysis of Financial Position and Results of Operations’,
which begin on pages 98 and 145 respectively, of this Draft Letter of Offer.

Unless the context otherwise requires, in relation to business operations, in this section of this Draft Letter of
Offer, all references to "we", "us", "our" and "our Company" is to Sunshield Chemicals Limited.

OVERVIEW

Company Background

Our Company was incorporated as "Sunshield Chemicals Private Limited" on November 19, 1986, as a private
limited company under the companies Act, 1956, and was granted the certificate of incorporation by the RoC,
Mumbai. Consequent upon the conversion of the company into public limited company our name was changed to
"Sunshield Chemicals Limited" on May 28, 1992. We got listed on the BSE in 1995. The majority stake in our
Company was acquired by Indus Petrochem Limited in 2021.

We are engaged in the manufacturing of specialty chemicals, which comprise of low volume high value chemicals
with specific applications, that constitute a part of the Indian chemical industry and are targeted towards specific
end-use applications. They are produced by a complex, interlinked industry and comprise of products that are sold
based on their performance and function, rather than their composition.

Key Milestones

The key milestones achieved by us are:

Year Event
1986 Operations started by Satish Kelkar and Chintamani Kelkar as Promoter of the Company
1992 Converted into public Limited Company
1993 Acquired Dimple Chemical and Services (DCS).
1994 Majority of the shares of our Company were acquired by Patwardhan Group from Chintamani
Kelkar group.
1994 Acquired Kamal Chemical Industries (KCI) and both DCS and KCI merged with our
Company.
1995 Got listed on BSE
1998 Anti Oxidation Plant started
2002 THEIC Plant started
2005 Aeonian Investments Company Ltd, Abhiraj Trading and Investments Pvt Ltd and Mr. Amit
Choksey acquires majority of the shares from Patwardhan group.
2006 Company came up with Rights Issue of Equity Shares
2008 Urea Formaldehyde Resin Plant Started
2012 Rhodia Amines, a subsidiary of Solvay Group, Belgium acquired majority stake of our
Company.
2015 HQEE Production Started
2021 Indus Petrochem Limited acquired the entire stake from Rhodia Amines
2022 Announced expansion project, including an expansion of the Antioxidant Plant and
debottlenecking in the THEIC and HQEE plants.

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 Year Event
2022 Completed the expansion and debottlenecking project and announced expansion in the
Ethoxylation Plant.

Manufacturing plant

Our industry specific technologies and quality solutions transition seamlessly from the research phase to the
development phase at our manufacturing facility, situated in Raigad, Maharashtra. We have a combined
manufacturing capacity across all our products of 18,076 MT at our manufacturing plant.

Manufacturing Process

Our key manufacturing processes include;

• Alkoxylation (EO/PO): This involves the reaction of Ethylene Oxide (EO) or Propylene Oxide (PO)
with various raw materials, such as fatty alcohols, fatty acids, or amines. This produces ethoxylated or
propoxylated products used as surfactants, emulsifiers, and dispersants.
• Alkylation: This process involves the reaction of alkyl halides with aromatic compounds to form
alkylated products.
• Sulphation: Sulfation involves adding a sulphate group to organic compounds, producing surfactants
used in detergents and personal care products. This process enhances foaming and emulsification
properties.
• Phosphation: Phosphation is the reaction of phosphorus compounds with alcohols, creating phosphate
esters used as emulsifiers and anti-corrosion agents in coatings, lubricants, and industrial applications.
• Condensation: This involves combining molecules with the removal of a smaller molecule, creating
compounds like polymers or resins used in adhesives, coatings, and industrial materials.
• Formulation: Formulation blends different chemicals to create finished products with specific properties,
enabling the development of tailored solutions for personal care, agrochemicals, and industrial
applications.

Raw materials

The raw materials used in our manufacturing process include Ethylene Oxide, Cyanuric acid, Diphenylamine,
Nonene, Lauryl Alcohol, Nonyl Phenol, Methanol, Tri Decyl Alcohol, Refined Soya oil and Di Isobutylene.

Research and development

Since we are in specialty chemicals sector Research and Development (R&D) forms an important aspect of our
business for which we have dedicated R&D team based in our manufacturing plant. Our R&D team is mix of
youth and experience who have exposure to Organic and Inorganic Chemistry. R&D head has experience of over
11 years in the field of Chemical Industry. The R&D department features three levels of operation: Small-scale
(laboratory), Medium-scale (prototype), and Large-scale (actual production). This tiered approach minimizes the
risk of product loss.

Products

Our products include;

• Specialty surfactants (Ethylene Oxide based Ethoxylates and Propoxylates),

• Anti-oxidants,
• THEIC (Tris 2-Hydroxyethyl Isocyanurate),
• Urea Formaldehyde Resin and
• HQEE (Hydroquinone bis(2-hydroxyethyl) Ether).

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They find applications across diverse sectors mentioned in the table below;

Industry name Details Products

Industrial Applications We manufacture products primarily used in Ethoxylates, Propoxylates,
lubricants and plastic industries as additives as THEIC, HQEE, Antioxidants
well as cross linking agents and as finishings for
enhancing the properties of materials
Paints and Coatings We offer surfactants that reduce the interface Ethoxylates, Propoxylates
between liquid resin solutions and solid particles
such as pigments and extenders
Home and Personal Care We provide multifunctional surfactants used in Ethoxylates, Propoxylates
(HPC) skincare products, detergents, etc
Agrochemicals We provide solutions based on specialty Ethoxylates, Propoxylates
surfactants that help increase the efficacy of
pesticides.

Clients

Our differentiated portfolio has enabled us to establish long lasting relationships with many domestic and
international clients who require application performance of the highest levels including Lubrizol India Pvt. Ltd.,
Elantas Europe SRL, Indian Additives Limited, Elantas Beck India Ltd., CJS Specialty Chemicals Pvt. Ltd, Solvay
Specialities India Private Limited, Godrej Industries Ltd, Asian Paints Ltd etc.

Sales data

We first started as a domestic player and today serve customers across the globe, spread over America, Europe,
Asia and Far East. The table below has details of our domestic and export sales data;

(in ₹ Lakhs)
Particulars FY 23-24 FY 22-23 FY 21-22
Domestic 21,700 15,916 17,650
Exports 6,503 8,524 6,695
Total Sales 28,203 24,440 24,345

COMPETITIVE STRENGTHS

Long Track Record of Safety

With more than 35 years of incident-free operations, we demonstrate a strong commitment to safety and
operational excellence in the chemical manufacturing sector.

Financial Strength

We have access to capital, which enables us to invest in promising business ideas and further enhance our
operations and product offerings.

Marketing and Supply Chain Expertise

Leveraging the expertise of our corporate promoter Indus Petrochem Limited, we benefit from marketing
strategies and a robust end-to-end supply chain management experience. This ensures efficient distribution of our
products to global markets.

Strategic Location

Our manufacturing facility is strategically located with easy access to transportation networks, being adjacent to
National Highway and approximately 80 kilometres from JNPT Port. This facilitates seamless logistics and timely
deliveries.

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Supplier Relationships

We maintain close proximity and longstanding relationships with major raw material suppliers. This advantage
ensures us a stable and reliable supply chain, supporting our manufacturing processes and product consistency.

Industry Expertise and Experience

We have more than 35 years of experience in the specialty chemicals industry, providing us with a deep knowledge
of the market, customer needs, and manufacturing processes. This long-standing presence gives us a competitive
edge in terms of product development, quality control, and customer trust.

Strong R&D Capabilities

Our company invests in research and development, collaborating with renowned institutions like IIT Bombay and
ICT Mumbai. This allows us to stay ahead of the curve in terms of innovation, develop new products, and cater
to evolving market demands.

Diverse Product Portfolio

We offer a wide range of specialty chemicals across multiple product lines, including Surfactants, Antioxidants,
and specialty chemicals like Urea Formaldehyde Resin. This diverse portfolio allows us to target a broader
customer base and leverage synergies across different sectors.

Trusted Supplier to MNCs

We have established strong relationships with several domestic and multinational corporations, including
Lubrizol, Asian Paints, Kansai Nerolac, Altana Group, Solvay USA Inc., Essex Furukawa and Owens Corning.
This reinforces our credibility and reliability as a supplier in the eyes of global customers.

Commitment to Sustainability

We actively promote sustainable practices, including the use of bio briquettes as fuel and a zero-liquid discharge
facility. This aligns with growing global concerns about environmental responsibility and sustainability in the
chemical industry, making us an attractive partner for environmentally conscious customers.

Experienced and dedicated management team

We attribute our growth to the experience of our promoters and senior management team. Our Board is a skills-
based one comprising of directors who collectively possess the skills, knowledge, and experience necessary to
effectively govern and direct the company. For further information on our promoters and senior management,
please see “Our Management” and “Our Promoters and Promoter Group” beginning on pages 87 and 96
respectively of this DLOF.

BUSINESS STRATEGIES

Customer Acquisition:

We will continue to target specific industries such as Home and Personal Care, Agro-chemicals, Paints & Coatings
and Industrial Applications, thus focusing on tailored solutions that meet unique customer needs. Additionally, we
would continue to leverage digital marketing, trade fairs, and industry conferences to enhance visibility and
generate leads.

Brand Building:

We have established a brand identity centered around innovation, quality, and sustainability, positioning our
Company as a trusted partner in the specialty chemicals sector. This also includes engaging in thought leadership
through technical webinars, white papers, and active participation in industry associations.

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Pricing Strategy:

Our pricing strategy is to implement a competitive pricing model based on value differentiation, emphasizing the
superior performance and sustainability of our products. This would offer flexible pricing structures, including
bulk discounts and long-term contracts, to attract and retain key clients.

Customer Retention:

We will continue to provide exceptional customer service and technical support to foster long-term relationships
and repeat our business. This would also involve developing loyalty programs that incentivize bulk purchases and
long-term partnerships.

Innovation and Adaptability:

We intend to increase our investment into R&D to develop new products that align with emerging market trends,
such as eco-friendly chemicals and advanced formulations. This would help us stay responsive to regulatory
changes and customer feedback to continuously refine offerings and maintain compliance.

Capitalize on Industry Growth:

The Indian specialty chemicals industry is poised for growth. We would continue to invest in our manufacturing
capabilities, expand our product portfolio and explore new market segments to capitalize on this growth trajectory.

Focus on Innovation and Value-Added Products

The specialty chemicals industry is increasingly driven by innovation. We intend to prioritize developing new,
value-added products that offer unique benefits to our customers, particularly in areas like green chemistry and
sustainable solutions.

Strengthen Global Reach

While we have a significant domestic presence, we would continue to expand our international reach and leverage
our existing partnerships with large MNCs to tap into newer export markets.

Embrace Digital Marketing

We intend to leverage the use of online platforms and social media to reach new customers, build brand awareness,
and enhance customer engagement. This can help us reach a wider audience and create a more robust marketing
presence.

OUR PRODUCTS

Our portfolio includes five major product groups. Their details are;

Specialty surfactants viz. Ethoxylates and Propoxylates: We manufacture various types of Ethoxylates &
Propoxylates. The process used is alkoxylation, wherein ethylene oxide or propylene oxide in desired molar ratios
reacts with an hydrophobes like alkylphenols, fatty amines, fatty alcohol, fatty acids, vegetable oils, etc. to make
surfactants. We have a wide range of Ethoxylates & Propoxylates products based on various hydrophobes
according to our customer’s applications / specifications.

THEIC: We manufacture THEIC (Tris 2-Hydroxyethyl Isocyanurate). This is a crosslinking agent for insulating
varnish used in the wire enamel industry. Despite the complexity of the technology required, we have helped
multiple customers globally and locally, from small end users to large customers, with their applications.

HQEE: HQEE (HYDROQUINONE BIS(2-HYDROXYETHYL) ETHER) is again a complex product to

manufacture. This is a specialty elastomer and crosslinking agent for polyurethanes. We have the technical set-up
& operations required, post the chemical reaction which are key to meet application performance.

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Antioxidants: We manufacture a wide range of aminic antioxidants in solid and liquid form, which have seen a
rise in demand in recent years due to the increased consumption of plastic additives and lubricants across various
industries. These are chemicals that protect materials from degradation caused by oxidation.

Urea Formaldehyde Resin: We manufacture Urea Formaldehyde Resin, which is a water insoluble thermosetting
resin. The process involves reaction of urea and formaldehyde to form UF-resins in a two-step process, usually
an alkaline methyl olation followed by an acidic condensation.

The key uses of each product and their available forms are given in the table below.

Product Name Key Uses Product Form

Specialty Surfactants: Detergents, Hand surface Ethoxylates:
cleaner, Paints and 1) Alkyl Phenol Ethoxylates
Ethoxylates and Propoxylates coatings, Textiles, Personal 2) Fatty Amine Ethoxylates
Care, HPC Coatings, 3) Fatty Alcohol Ethoxylates
Industrial Formulation, 4) Fatty Acid Ethoxylates
Agro Industries 5) Vegetable Oil Ethoxylates

Ethoxylates – Propoxylates:
1) Fatty Alcohol Ethoxylates – Propoxylates
2) Block / Random Co-Polymers
THEIC Cross-linking agent for 1) Noodles – Special / Standard
(Tris 2-Hydroxyethyl insulating Varnish for wire 2) Powder – Standard / PS 350-500 / PS 850
Isocyanurate) enamels, Heat stabilizer for
PVC, Reforming agent for
saturated and unsaturated
polyester, Urethanes
Industrial Formulation
HQEE Hydraulic Cylinder, Solid Flakes
(HYDROQUINONE BIS(2- Conveyor Belt, Seat Foam,
HYDROXYETHYL) Shoe Sole, Color Stabilizer.
ETHER)
Antioxidants Compressor, Lubricants, Solid:
Hydraulic lubricants, 1) Di-Octylated Diphenylamine – Powder /
Lubricants for Engines, Flakes
Heat stabilizer for rubber 2) Di-Cumylated Diphenylamine – Powder
and plastics
Liquid:
1) Nonylated Diphenylamine
2)Styrenated Diphenylamine
3) Butylated Octylated Diphenylamine
Urea Formaldehyde Resin Mating Agent for Solid - Powder
Automotive Paints

MANUFACTURING

Our products are manufactured in the form of Noodles, Powder, Flakes and Liquid. They are offered in packaging
options of 25 kg, 50 kg, 500 kg, and 1 ton. Additionally, our liquid products are available in drums of 200 litres,
220 litres, and 800 litres, as well as in bulk tanker loads. The major machines used for production include

Reactor – Used for blending and dosage of Raw materials.

Distillator – Used for distillation.
Centrifuge – Used for separation
Filters – For filtration
Dryer – For removal of moisture.
Tanks – For storage purposes.

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Manufacturing Process

RAW MATERIALS

INPUT TANKS

REACTOR

OUTLET POINTS

REACTOR

FINAL PROUDUCT in the

form of LIQUID /
POWDER AND
NOODLES ETC.

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Manufacturing Facilities

We have a single manufacturing facility at Raigad, Maharashtra. Our factory is located at Village Rasal, Post Pali,
Taluka Sudhagad, District Raigad, Maharashtra, India, Pali, Maharashtra 410205.

CAPACITY AND CAPACITY UTILIZATION

The following table sets forth certain information relating to our installed capacity and capacity utilisation for
each of our Manufacturing Facilities for the periods indicated

Product Installed Production Capacity and Capacity Utilization as at and for the year ended;
March 31, 2024 March 31, 2023 March 31, 2022
Installe Actual % Installe Actual % Installe Actual %
d Product Utili d Producti Utilizati d Producti Utilizati
Capacit ion zatio Capaci on on Capaci on on
y MT n ty MT ty MT
MT MT MT
Ethoxylates & 7740 7900 100 7740 5080 66 7740 5820 75
Propoxylates
Anti-Oxidants 2200 2160 98 2200 1896 86 2200 1511 69
THEIC 5640 4655 83 4305 3217 75 4000 4128 100
Urea 336 118 35 336 239 71 336 235 70
Formaldehyde
Resin
HQEE 480 - - 345 143 41 300 119 40
Miscellaneous 1680 145 9 1680 248 15 1680 295 18
Total 18076 14978 83 16606 10823 65 16256 12108 75
As certified by Ashok Sonje, Independent Chartered Engineer by way of their certificate dated September 26, 2024.

QUALITY CONTROL AND QUALITY MEASURES

We are an ISO 9001: 2015 certified company and strive to have a strong focus towards quality of our products
and commitment to excellence across all spheres, be it raw materials, finished good or after sales services. Our
Manufacturing facility is equipped with state of art automation and safety systems. The plant has implemented
process safety measures with Process Hazard analysis followed by SIS implementation.

Our Quality Control Lab is equipped with modern and sophisticated instruments backed by the technical prowess
of our research team. The Quality Control system is further strengthened by a document control system with an
internal quality plan. All manufactured products have to undergo stringent control tests as per the application
requirements of our customers. Our products conform to national as well as international regulations including
European REACH.

POWER

We have been sanctioned load of 2460 KW from MSEDCL. In addition, we have a diesel backup generator having
capacity of 1250 KVA.

WATER

The water requirement for our manufacturing operations is approximately 165 KL per month. We source water
for our operations from water pipelines which are provided by Irrigation Department.

POLLUTION

We have received the renewed consent letter from Maharashtra Pollution Control Board (MPCB) for the discharge
of trade and domestic effluents up to 26.5 CMD, granted for a period ending 28-02-2026.

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INVENTORY MANAGEMENT

Our finished products are stored on-site at our manufacturing facilities. The raw materials are also stored at our
warehouses onsite. We typically keep 1 month of inventory including raw materials, work in progress and finished
good at our facilities to mitigate the risk of raw material price movements.

MARKETING AND DISTRIBUTION ARRANGEMENT

Our success is rooted in the strong relationships we've built with our customers over the years, supported by the
extensive experience of our promoter group in chemical sales and marketing. We engage in several technical and
marketing collaborations to enhance our product offerings and market reach. These collaborations include joint
ventures and partnerships with technology providers and customers. We employ a strategic mix of direct sales,
distribution networks, and digital marketing to reach our customers. Additionally, we also leverage digital
platforms and trade shows to showcase our product portfolio and engage directly with industry stakeholders. By
fostering long-term client relationships, we enhance our ability to monitor potential products and markets closely,
laying the groundwork for future expansion.

HEALTH, SAFETY AND ENVIRONMENT

We are committed to environmentally conscious processes, and as a result, we have no ongoing closure notices or
adverse directives from the Maharashtra Pollution Control Board regarding any of our manufacturing facilities.
We aim to comply with applicable health and safety regulations and other requirements in our operations and
always strive to adopt an occupational health and safety policy that is aimed at, inter alia, complying with
applicable environmental laws and regulations and voluntary commitments, providing a health and safe work
environment, effectively communicating with facility employees, suppliers, regulators, customers and eliminating
or reducing the release of contaminants in the environment. We believe that accidents and occupational health
hazards can be significantly reduced through a systematic analysis and control of risks and by providing
appropriate training to our management and our employees.

Our operations have received certifications from Directorate of Steam Boilers, MPCB, Maharashtra Bio-Hygienic
Management, FDA etc. Also see, “Risk Factors – We are subject to increasingly stringent environmental, health
and safety laws, regulations and standards. Non-compliance with and adverse changes in health, safety, labour,
and environmental laws and other similar regulations to our manufacturing operations may adversely affect
our business, results of operations and financial condition” on page 28 of this Draft Letter of Offer.

INTELLECTUAL PROPERTY

The trademark of our Company is registered with the Registrar of Trademarks, Government
of India under classes 1,2 and 17. Our class 1 and 4 trademarks were advertised but opposed by PI Industries and
Sheild Lubricants respectively. We also have 10 other trademarks which are currently operational in India, for
which we have obtained valid registration certificates under the Trademarks Act. For further information on the
intellectual property of our Company, see “Government and Other Approvals” on page 163 of this DLOF. In
addition, we are also aware that the use of our brands or similar trade names, technical know-how by third parties
may result in confusion among consumers and loss of business. For further information, see “Risk Factors” on
page 22 of this DLOF.

INSURANCE

Our Company has various insurance policies, the details of which are mentioned in the table below:

Insurance Company Nature of Policy Validity Period

Tata AIG General Insurance Directors and Officers and Company 20.09.2023 to
Company Ltd. Reimbursement Policy 19.10.2024
The New India Assurance Company Storage Policy for Nonene 16.07.2024 to
Ltd. 15.10.2024

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 Insurance Company Nature of Policy Validity Period
The New India Assurance Company Industrial All Risk Policy 30.11.2023 to
Ltd. 29.11.2024
Tata AIG General Insurance Marine Cargo Annual Turnover policy 30.11.2023 to
Company Ltd. 29.11.2024
Tata AIG General Insurance Commercial General Liability 30.11.2023 to
Company Ltd. 29.11.2024
The New India Assurance Company Bharat Sookshma Udyam Suraksha Policy 30.11.2023 to
Ltd. Burglary (Single Location-) Policy 29.11.2024
Tata AIG General Insurance Pollution Legal Liability Policy 23.12.2023 to
Company Ltd. 22.12.2024
Zuno General Insurance Company Personal Accident Policy 01.03.2024 to
Limited 28.02.2025
Zuno General Insurance Company Group Mediclaim Policy 01.03.2024 to
Limited 28.02.2025
GO Digit Life Group Term Life 01.03.2024 to
28.02.2025
Tata AIG General Insurance Commercial Vehicle Package Policy 29.05.2024 to
Company Ltd. 28.05.2025
Tata AIG General Insurance Business Public Liability Insurance 05.07.2024 to
Company Ltd. 04.07.2025

COMPETITION

The Indian specialty chemicals industry is experiencing significant growth, driven by rising domestic demand and
increasing exports. The sector is estimated to grow at a CAGR of approximately 11-12% by 2027. Key drivers
include rising domestic consumption, growth in exports and government initiatives encouraging domestic
manufacturing under the "Make in India" program among others. For further information, see “Industry
Overview” on page 65 of this DLOF.

We operate in this competitive landscape and compete with several domestic and international players. Major
competitors include companies such as Viswaat Industries, Venus Ethoxylates, Matangi Industries, Galaxy
Surfactants, Yasho Industries and others. We differentiate through our niche product offerings, strong focus on
research and development and commitment to provide tailored solutions to meet specific customer needs.

The specialty chemicals industry presents significant entry barriers, including customer validation and approvals,
expectation from customers for process innovation and cost reduction, high quality standards and stringent
specifications. From the product testing stage, to the batch procurement phase, to the eventual customer approval
stage – acquiring a new end customer could take a few years depending on product complexity. We face
competition on the basis of pricing, relationships with customers, product quality, and process innovation. The
chemical industry constitutes numerous chemical exporters, manufacturers and supplier dealing in fine chemicals
and in organic chemicals. Competition emerges not only from organized sector but also from the unorganized
sector and from both small and big Regional, National and International players. In adverse and competitive
market scenario also, we are able to maintain our growth steadily due to our planned structure of purchase policy
of raw material and strategic market policy. Our experience in this business has enabled us to provide quality
products in response to customer’s demand for best quality.

HUMAN RESOURCES

Our employees contribute significantly to our business operations. As of September 30, 2024, we had 213
permanent employees, all of whom were employed on a full-time basis in our operations. We place significant
emphasis on the recruitment and retention of our personnel and provide training for employees to achieve high
quality skills. None of our employees are unionized. We have had no labour-related work stoppages and believe
that our labour relations are good. In addition to salary and allowances, we provide our employees benefits which
include medical reimbursements and yearly leave. Given our manufacturing plant is operational 24 hours a day;
we have four shifts for our workers and the operational hours at our corporate office is of 8 hours. Our success

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depends upon our ability to recruit, train and retain high quality professionals. We believe the relationship between
our management and our employees has been cordial.

The following table sets forth a breakdown of our employees by function:

Department / Team Number of Employees

Management and administration 3
Human Resource (HR) & Admin 7
Computer Information System (CIS) 3
Finance & Accounts 9
Logistics & EXIM 2
Procurement 2
Sales 5
Stores/ Warehouse 10
Quality Control 12
Research and Development 7
Environment, Health and Safety 9
Maintenance 27
Production 109
Process Engineering 3
Production Planning 1
Business Development 1
Total 213

CSR

We recognize our role and responsibility to deliver superior and sustainable value to our customers, business
partners, employees and communities and accordingly have adopted a Corporate Social Responsibility (“CSR”)
policy in compliance with the requirements of the Companies Act, 2013, and the Companies (Corporate Social
Responsibility) Rules, 2014, as notified by the Central Government. In Fiscals 2024, 2023 and 2022, we spent
₹38.8 lakhs, ₹38.38 lakhs and ₹14.87 lakhs respectively, on CSR activities. Our company is actively engaged in
a diverse range of Corporate Social Responsibility (CSR) activities. These efforts include promoting education
through the organization of education fairs and road safety campaigns. We are also engaged in promotion of a
variety of sports including rural, nationally recognized, paralympic, and Olympic sports. In terms of
environmental sustainability, our company undertakes initiatives such as planting native plants with a
comprehensive safety and maintenance system, as well as constructing wall fencing. Our commitment extends to
rural development and environmental efforts, exemplified by the development and beautification of a pond in the
village of Rasal. Additionally, we are also involved in welfare activities for children with intellectual disabilities
and we provide infrastructure support to schools in rural areas.

PROPERTY

Sr. Property / Land Village Area Ownership Utilization

No. along with survey
number
1 Land - 32/5 Vave 9348.10 sq.m. Owned Land at Vave is
Land - 33/1 404.68 sq.m. adjacent plots. There
Land - 33/2 1517.55 sq.m. is existing set-up
Land - 33/3 404.68 sq.m.
Land - 147/2 Rasal 9044.59 sq.m. Owned Land at Rasal is
Land - 149/4B 18,096 sq.m. adjacent plot. There is
Land - 148/1/A 7223.54 sq.m. existing set-up.
Grand total: 46,039.14 sq.m. Manufacturing set up
is on plot no. 147/2
and 149/4B

85
Sr. Property / Land Village Area Ownership Utilization
No. along with survey
number
2 One Flat located in Pali 487 sq. ft. Owned Unoccupied
Pali village
3 Warehouse at Space occupied in Lease Materials are stored
Bhiwandi and CCI terms of pallet in warehouse
Panvel positions
(Rent is paid as per
Pallet stored)
4 Non-residential use Mumbai 700 sq. ft. Leave and Registered Office
property at - 1501- License
A, Universal agreement for
Majestic, P.L. 36 months
Lokhande Marg, ending 30th
Opp. RBK November,
International 2024.
School, Chembur
West, Mumbai
400043

86
 OUR MANAGEMENT

As per the Articles of Association of our Company, and subject to the provisions of the Companies Act, our
Company is required to have not less than three (3) and not more than fifteen (15) Directors, provided that our
Company may appoint more than fifteen (15) Directors through passing of a special resolution. As on the date of
this Draft Letter of Offer, our Board comprises of 7 (seven) Directors, of which one (1) Director is the Managing
Director and Chief Executive Officer, two (2) are Non-Executive Directors out of which one (1) is a woman
Director and the Chairperson and four (4) are Non-Executive Independent Directors, out of which one (1) is a
woman Director. The present composition of our Board and its committees is in accordance with the corporate
governance requirements provided under the Companies Act and the SEBI Listing Regulations.

Our Board of Directors

The following table sets forth the details regarding our Board as on the date of this Letter of Offer:

Sr. Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
No. Occupation, Term of current Directorship, Period
of Directorship and Nationality
1. Jeet Sudhir Malhotra 27 Indian Companies
1. Indus Petrochem Limited
DIN: 07208234
Foreign Companies
Date of Birth: January 09, 1997 1. Oriole Energy & chemicals
Pte. Ltd.
Designation: Managing Director and Chief Executive
Officer

Address: 102, Menka Ghatla Road, Diamond Garden,

Chembur, Mumbai, Maharashtra – 400071

Occupation: Service

Term of current Directorship: for a period of 3 years

commencing from January 01, 2022

Period of Directorship: Since November 30, 2021

Nationality: Indian
2. Dr. Anand Laxminarain Parihar 61 Indian Companies
1. Indus Petrochem Limited
DIN: 00513109
Foreign Companies
Date of Birth: June 18, 1963 2. Oriole Energy & chemicals
Pte. Ltd.
Designation: Non-Executive Director

Address: Angelica Plaza, Near Uttam Society, St.

Anthonys Road, Chembur, Mumbai – 400071

Occupation: Professional

Term of current Directorship: liable to retire by

rotation

Period of Directorship: Since November 30, 2021

Nationality: Indian

87
Sr. Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
No. Occupation, Term of current Directorship, Period
of Directorship and Nationality
3. Dr. Maya Parihar Malhotra 58 Indus Petrochem Limited

DIN: 00302976

Date of Birth: June 08, 1966

Designation: Non-Executive Director and

Chairperson

Address: 102 Menka Apartments CHSL, Ghatla Road

No. 5, Diamond Garden Chembur, Mumbai – 400071

Occupation: Professional

Term of current Directorship: liable to retire by

rotation

Period of Directorship: Since November 30, 2021

Nationality: Indian
4. Ranjal Laxmana Shenoy 76 Nil

DIN: 00074761

Date of Birth: January 16, 1948

Designation: Non-Executive Independent Director

Address: A/2 Kamdar Park, Off Gokhale Road, Near

Agar Bazar, Dadar, Mumbai 400 028

Occupation: Corporate Director

Term of current Directorship: for a period of 5 years

commencing from April 01, 2020

Period of Directorship: Since March 20, 2015

Nationality: Indian
5. Ajit Chinubhai Shah 77 1. Haldyn Glass Limited

DIN: 02396765 2. Ambrosian Well-Being &

Engagement Resources
Date of Birth: October 11, 1946 Private Limited

Designation: Non – Executive Independent Director

Address: Mansen Barrister Building, 1st floor, 17/A

Banganga Cross Lane, Walkeshwar, Malabar Hill,
Mumbai – 400006

Occupation: Professional

Term of current Directorship: for a period of 5 years

88
 Sr. Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
No. Occupation, Term of current Directorship, Period
of Directorship and Nationality
commencing from October 20, 2020

Period of Directorship: Since October 20, 2015

Nationality: Indian
6. Cyrus Poonevala 62 Indus Petrochem

DIN: 09420865

Date of Birth: December 09, 1961

Designation: Non-Executive Independent Director

Address: B – 708 Rainbow, Raheja Vihar, Chandivali

Road, Powai, Saki Naka, Mumbai – 400072

Occupation: Professional

Term of current Directorship: for a period of 5 years

commencing from January 15, 2022

Period of Directorship: January 15, 2022

Nationality: Indian
7. Aruna Vilas Soman 71 Nil

DIN: 03622209

Date of Birth: June 07, 1953

Designation: Non-Executive Independent Director

Address: 501, Vidya Apartments, 168 Veer Savarkar

Marg, Near Bombay Scottish School, Mahim West,
Mumbai – 400016

Occupation: Corporate Director

Term of current Directorship: for a period of 5 years

commencing from June 01, 2022

Period of Directorship: Since June 01, 2017

Nationality: Indian

Brief Profile of our Directors

Jeet Sudhir Malhotra is the Managing Director and Chief Executive Officer of our Company. He holds a
Bachelor of Technology degree in Mechanical Engineering from Amity University, Maharashtra of the year 2015.
He has been associated with our Company as a Director since 2021.

Dr. Anand Laxminarain Parihar is a Non-Executive Director of our Company. He has been associated with our
Company since 2021. He completed his MBBS and Doctor of Medicine (MD) degree specializing in Radiology
and Imaging. He has a wide range of management and teaching experience with hospitals and diagnostic centres

89
for the last 20 years. He also serves as the Non-Executive Director on the Board of Indus Petrochem Limited and
its wholly owned subsidiary Oriole Energy and Chemicals Pte. Ltd.

Dr. Maya Parihar Malhotra is a Non-Executive Director and Chairperson of our Company. She has been
associated with our Company since 2021. She holds an MBBS and Doctor of Medicine degree and is duly
registered under the Maharashtra Medical Council. She also serves as a Non-Executive Director on the board of
Indus Petrochem.

Ranjal Laxmana Shenoy is a Non-Executive Independent Director of our Company. He is a Member of the
Institute of Chartered Accountants of India, Member of the Institute of Company Secretaries of India and a
Member of the Institute of Cost Accountants of India.

Ajit Chinubhai Shah is a Non-Executive Independent Director of our Company. He holds a bachelor’s degree
in commerce and is also an Associate Member of the Institute of Chartered Accountants of India. He has been
practising as a Chartered Accountant since 1971 and is currently a Senior Partner at N.A. Shah Associates & Co.,
a Chartered Accountant firm at Mumbai. He specializes in the field of Audits and Assurances, domestic and
international transfer pricing.

Cyrus Poonevala is a Non-Executive Independent Director of our Company. He holds a bachelor’s degree in
science with a major in Physics from Wilson College, Mumbai and also holds a Diploma in Aircraft Maintenance
Engineering from the Aeronautical Training Centre, India (training division of Air Works India). He is an
experienced Aircraft Engineer and has over 30 years of experience in the aviation industry with specific focus on
maintenance with airlines and maintenance companies such as Cathay Pacific, Delta Air Lines, Pan American
World Airways and Direct Maintenance.

Aruna Vilas Soman is a Non-Executive Independent Director of our Company. She is a Member of the Institute
of Cost and Works Accountants of India. She has over 29 years of experience with Merck Limited, a German
pharmaceutical multinational company in the areas of costing, MIS, taxation and legal matters.

Confirmations

None of our Directors is or was a director of any listed company during the last five years preceding the date of
this Draft Letter of Offer, whose shares have been or were suspended from being traded on the Stock Exchange(s),
during the term of their directorship in such company.

None of our Directors is, or was a director of any listed company, which has been or was delisted from any stock
exchange(s), during the term of their directorship in such company

[Remainder of the page has been intentionally left blank]

90
Management Organization Structure

Set forth below is the organization structure of our Company:

Corporate Governance

As on the date of this Draft Letter of Offer, our Board comprises of 7 (seven) Directors, of which one (1) Director
is the Managing Director and Chief Executive Officer, two (2) are Non-Executive Directors out of which one (1)
is a woman Director and Chairperson of the Board of Directors, four (4) are Non-Executive Independent Directors,
out of which one (1) is a woman Director . The present composition of our Board and its committees is in
accordance with the corporate governance requirements provided under the Companies Act and the SEBI Listing
Regulations.

Our Company is in compliance with the requirements of Corporate Governance in accordance with the SEBI
Listing Regulations and the Companies Act, 2013, including those pertaining to the constitution of the Board and
committees thereof, as applicable.

Our Board undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI
Listing Regulations and the Companies Act, 2013 to the extent applicable.

Committees of our Board

Our Board has constituted the following committees in accordance with the requirements of the Companies Act
and SEBI Listing Regulations:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders’ Relationship Committee;

Details of each of these committees are as follows:

91
a) Audit Committee

Our Audit Committee was last reconstituted by our Board of Directors via circular resolution passed on
June 10, 2022 with the following members forming part of the said Committee:

Sr. No. Name of Director Designation Type of the

member
1. Ajit Chinubhai Shah Non-Executive Independent Director Chairperson
2. Ranjal Laxmana Shenoy Non-Executive Independent Director Member
3. Aruna Vilas Soman Non-Executive Independent Director Member
4. Cyrus Poonevala Non-Executive Independent Director Member
5. Jeet Sudhir Malhotra Managing Director and CEO Member

Further, the Company Secretary acts as the secretary of the Audit Committee.

The scope and function of the Audit Committee was adopted pursuant to the Companies Act, 2013 and
the SEBI Listing Regulations. The Audit Committee is in accordance with Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:

Terms of Reference

The Audit committee ensures that the internal controls within the Company and financial reporting
processes are robust. It regularly reviews the Financial Statements on a quarterly and yearly basis and
periodically meets to review and discuss, inter-alia, related manners and terms of reference as follows:
• oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible.
• recommendation for appointment, remuneration and terms of appointment of Auditors of the
Company.
• approval of payment to Statutory Auditors for any other services rendered by the Statutory
Auditors.
• reviewing, with the management, the annual Financial Statements and Auditor's Report thereon
before submission to the Board for approval, with particular reference to:
a. matters required to be included in the Director’s responsibility statement to be included
in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by
management;
d. significant adjustments made in the Financial Statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to Financial Statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report;
• reviewing, with the management, the quarterly Financial Statements before submission to the
board for approval;
• reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or
rights issue or preferential issue or qualified institutions placement, and making appropriate
recommendations to the Board to take up steps in this matter;
• reviewing and monitoring the Auditor’s independence and performance, and effectiveness of
audit process;
• approval or any subsequent modification of transactions of the listed entity with related parties;
• scrutiny of inter-corporate loans and investments;
• valuation of undertakings or assets of the listed entity, wherever it is necessary;
• evaluation of internal financial controls and risk management systems;
• reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of

92
 the internal control systems;
• reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;
• discussion with Internal Auditors of any significant findings and follow up there on;
• reviewing the findings of any internal investigations by the Internal Auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

• discussion with Statutory Auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;
• looking into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;
• to review the functioning of the whistle blower mechanism;
• approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;
• carrying out any other function as is mentioned in the terms of reference of the audit committee.
• consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholder.

In addition to above, the Audit Committee also mandatorily reviews the following information:
• management discussion and analysis of financial condition and results of operations;
• management letters / letters of internal control weaknesses issued by the Statutory Auditors;
• internal audit reports relating to internal control weaknesses; and
• the appointment, removal and terms of remuneration of the chief Internal Auditor shall be
subject to review by the Audit committee.
• statement of deviations:
a. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

b) Nomination and Remuneration Committee:

Our Nomination and Remuneration Committee was last reconstituted by our Board of Directors in their
meeting held on February 03, 2023 with the following members forming part of the said Committee:

Sr. Name of Director Designation Type of the member

No.
1. Ajit Chinubhai Shah Non-Executive Independent Director Chairperson
2. Ranjal Laxmana Shenoy Non-Executive Independent Director Member
3. Aruna Vilas Soman Non-Executive Independent Director Member
4. Maya Paihar Malhotra Non-Executive Director Member

Further, the Company Secretary acts as the secretary of the Audit Committee.

The scope and function of the Nomination and Remuneration Committee was adopted pursuant to the
Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and Remuneration committee
is in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing
Regulations. Its terms of reference are as follows:

Terms of Reference

The terms of reference of the Committee, inter alia, include the following:
• formulation of the criteria for determining qualifications, positive attributes and independence
of a Director and recommend to the Board of Directors a policy relating to, the remuneration of

93
 the Directors, key managerial personnel and other employees;
• formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors;
• identifying persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down, and recommend to the Board of
Directors their appointment and removal.
• Whether to extend or continue the term of appointment of the Independent Director, on the basis
of the report of performance evaluation of Independent Directors.
• recommend to the board, all remuneration, in whatever form, payable to Senior Management

c) Stakeholders’ Relationship Committee

Our Stakeholders’ Relationship Committee was last reconstituted by our Board of Directors in their
meeting held on November 30, 2021 with the following members forming part of the said Committee:

Sr. Name of Director Designation Type of the member

No.
1. Ajit Chinubhai Shah Non-Executive Independent Director Chairperson
2. Aruna Vilas Soman Non-Executive Independent Director Member
3. Jeet Sudhir Malhotra Managing Director and CEO Member

The scope and function of the Stakeholders’ Relationship Committee was adopted pursuant to the
Companies Act, 2013 and the SEBI Listing Regulations. The Stakeholders’ Relationship committee is
in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing
Regulations. Its terms of reference are as follows:

Terms of Reference:

The broad terms of reference of Stakeholders Relationship committee as set out in the Listing
Regulations, read with Section 178 of the Companies Act, 2013 include the following:
• Resolving the grievances of the security holders of the listed entity including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by Shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the Shareholders of the company.

Key Managerial Personnel and Senior Management Personnel

Other than the Managing Director and Chief Executive Officer of our Company whose details are
provided hereinabove in the paragraph titled “Brief Profile of our Directors”, the details of our Key
Managerial Personnel, as on the date of this Draft Letter of Offer is set forth below.

Key Managerial Personnel

Ashish Kumar Agarwal, aged 51 years, is the Chief Financial Officer of our Company. He as been
associated with our Company since 2022. He is a Member of the Institute of Chartered Accountants of
India and the Institute of Cost and Works Accountants of India. He has experience working with
companies such as Welspun Corp Limited.

Amit Ashok Kumashi, aged 41 years, is the Company Secretary and Compliance Officer of our
Company. He holds a bachelor’s degree in commerce from Adarsh Vidyaprasarak Sanstha’s College and
a bachelor’s degree in law from Vidya Prasarak Mandal’s Thane Municipal Council Law College.
Further, he is also a Member of the Institute of Company Secretaries of India. He has an experience of

94
approximately 14 years with companies such as Savex Technologies Private Limited and Sunshield
Chemicals Limited. He is responsible for handling secretarial and legal matters of our Company.

Service Contracts with Key Managerial Personnel and Senior Management Personnel

Other than the statutory benefits, none of our Key Managerial Personnel and Senior Management
Personnel are entitled to receive any termination or retirement benefits.

Relationship between our Key Managerial Personnel and Senior Management Personnel

None of the Key Managerial Personnel and Senior Management Personnel are related to each other.

Status of Key Managerial Personnel and Senior Management Personnel

As on the date of this Draft Letter of Offer, all our Key Managerial Personnel and Senior Management
Personnel are permanent employees of our Company.

95
 OUR PROMOTER

Our Promoter as on date of this Draft Letter of Offer is Indus Petrochem Limited.

Indus Petrochem Limited

Indus Petrochem Limited ("IPL") was incorporated on December 01, 1995, under the erstwhile Companies Act,
1956, in the name of 'Omswaran Petrochemicals Limited' and certificate of commencement business dated January
04, 1996, issued by the Registrar of Companies, Mumbai. The name of the Company was changed to 'Indus
Petrochem Limited' pursuant to a fresh certificate of incorporation dated May 04, 2006, issued by the Registrar of
Companies, Mumbai. The registered office of the Company is situated at 1501 A, Universal Majestic, P. L.
Lokhande Marg behind RBK International Academy, Chembur, Mumbai City, Mumbai, Maharashtra, India,
400043.

Set forth below is the brief financial information of IPL based on its audited financial statements for the last three
fiscal years:
(₹ in lakhs)
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Issued and Paid-Up Equity Capital 5 5 5
Reserves and Surplus (excluding 6216.45 5168.75 6134.20
revaluation reserves)
Total Revenue* 27,331.28 47,328.13 26,409.40
Profit (Loss) after Tax 1047.71 (965.45) 887.82
Basic EPS 2095.42 (1930.90) 1775.63
Net Asset Value per equity share# 12442.9 10347.5 12278.4
*
Total Revenue = revenue from operation + other income
#
Net Asset Value per equity share = Shareholders Fund / No of shares

Our Company confirms that the permanent account number and bank account number of our Promoter shall be
submitted to the Stock Exchanges at the time of filing this Draft Letter of Offer.

96
 DIVIDEND POLICY

The declaration and payment of dividends will be recommended by the Board of Directors and approved by the
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act. The dividend, if any, will depend on a number of factors, including but not limited,
consolidated net operating profit after tax, working capital requirements, capital expenditure requirements, cash
flow required to meet contingencies, outstanding borrowings, and applicable taxes payable by our Company. In
addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants
under loan or financing arrangements our Company is currently availing of or may enter into to finance our fund
requirements for our business activities.

Dividend paid on Equity Shares:

The Company has declared dividend for the first time for the financial year ending March 31, 2022. Subsequently,
it also declared dividends for the financial year ending March 31, 2023, as well as both interim and final dividends
for the financial year ending March 31, 2024. The mode of payment of dividend is cash through National
Automated Clearing House/RTGS/NEFT and Demand Drafts in case no bank account details are available.

The amount paid as dividends in the past is not necessarily indicative of our dividend distribution policy or
dividend amount, if any, in the future and there is no guarantee that any dividends will be declared or paid or that
the amount thereof will not be decreased in future. For details in relation to the risk involved, see "Risk Factors
– Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows,
working capital requirements and capital expenditures" on page 30 of this Draft Letter of Offer.

97
SECTION V – FINANCIAL INFORMATION

RESTATED FINANCIAL INFORMATION

98
99
100
101
102
Sunshield Chemicals Limited

Restated Statement of Assets & Liabilities

(Currency: Indian Rupees in Lakhs)
As at As at As at
Particulars Notes
March 31, 2024 March 31, 2023 March 31, 2022
I ASSETS
1 Non current assets
(a) Property, plant and equipment 5(a) 7,450.32 7,922.11 7,108.07
(b) Capital work‐in‐progress 5(b) 4,509.42 85.08 736.65
(c) Intangible assets 6 19.35 19.48 ‐
(d) Financial assets
Loans 7(a) ‐ 0.38 3.10
Other financial assets 8(a) 0.62 0.62 33.43
(e) Income tax assets (net) 9 53.54 58.22 148.56
(f) Other non‐current assets 10(a) 327.10 352.85 313.02
Total non‐current assets 12,360.35 8,438.74 8,342.83
2 Current assets
(a) Inventories 11 4,327.65 3,637.36 2,939.85
(b) Financial assets
Trade receivables 12 4,788.68 4,011.36 4,134.43
Cash and cash equivalents 13 ‐ 6.52 446.56
Bank balance other than cash and cash equivalents 14 60.43 172.17 137.50
Loans 7(b) 1.75 2.80 3.78
Other financial assets 8(b) 2.01 0.38 2.46
(c) Other current assets 10(b) 1,373.48 1,452.62 1,341.08
Total current assets 10,554.00 9,283.21 9,005.66
TOTAL ASSETS 22,914.35 17,721.95 17,348.49
II EQUITY AND LIABILITIES
1 Equity
(a) Equity share capital 15 735.31 735.31 735.31
(b) Other equity 16 7,483.71 5,864.57 4,631.91
Total Equity 8,219.02 6,599.88 5,367.22
Liabilities
2 Non‐current liabilities
(a) Financial liabilities
Borrowings 17(a) 1,609.91 4,105.05 3,500.00
(b) Provisions 18(a) 182.71 101.12 86.85
(c) Deferred tax liabilities (net) 19(a) 888.27 617.75 488.25
Total non‐current liabilities 2,680.89 4,823.92 4,075.10
3 Current liabilities
(a) Financial liabilities
Borrowings 17(b) 6,937.42 3,607.08 4,354.05
Trade payables 20
Outstanding dues of micro enterprises and small enterprises 179.07 156.53 166.95
Outstanding dues of creditors other than micro enterprises and small 3,884.08 2,215.20 3,150.52
enterprises
Other financial liabilities 21 805.60 215.95 124.80
(b) Provisions 18(b) 26.30 22.47 12.03
(c) Current tax liabilities (net) 19(b) 65.47 ‐ 34.81
(d) Other current liabilities 22 116.50 80.92 63.01
Total current liabilities 12,014.44 6,298.15 7,906.17

Total liabilities 14,695.33 11,122.07 11,981.27

TOTAL EQUITY AND LIABILITIES 22,914.35 17,721.95 17,348.49
Material accounting policies information 2
The above balance sheet should be read in conjunction with the accompanying notes.
In terms of our report attached

For C N K & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants Sunshield Chemicals Limited
Firm Registration no.:101961 W/W‐100036

Diwakar Sapre Jeet Malhotra Dr. Maya Parihar Malhotra

Partner Managing Director & CEO Director
Membership No.: 040740 DIN: 07208234 DIN: 00302976

Ashish Agarwal Amit Kumashi

Place: Mumbai Chief Financial Officer Company Secretary
Date: August 24, 2024

103
Sunshield Chemicals Limited

Restated Statement of Profit and Loss for the year

(Currency: Indian Rupees in Lakhs)
For the year ended For the year ended For the year ended
Particulars Notes
March 31, 2024 March 31, 2023 March 31, 2022
Income
I Revenue from operations 23 28,337.54 24,476.00 24,400.42
II Other income 24 148.04 181.62 70.52
III Total income (I+II) 28,485.58 24,657.62 24,470.94

IV Expenses
Cost of materials consumed 25 18,752.22 16,980.86 17,266.53
Purchases of stock‐in‐trade 25 537.21 ‐ ‐
Changes in inventories of work‐in progress and finished goods 26 (12.37) (360.07) (327.88)
Employee benefits expense 27 1,638.59 1,313.76 922.77
Finance costs 28 779.08 744.27 478.30
Depreciation and amortisation expense 29 738.01 644.94 580.57
Other expenses 30 3,378.50 3,425.66 3,415.05
Total expenses (IV) 25,811.24 22,749.42 22,335.34

V Profit before exceptional item and tax (III ‐ IV) 2,674.34 1,908.20 2,135.60
VI Exceptional item (refer note 41) ‐ ‐ 1,782.00
VII Profit before tax (V ‐ VI) 2,674.34 1,908.20 3,917.60
VIII Income Tax expense 31
Current tax 755.63 480.67 682.94
Deferred tax 34.04 69.36 487.14
Prior year tax adjustment (net of MAT credit of earlier year) ‐ (7.94) ‐
Total tax expense (VIII) 789.67 542.09 1,170.08

IX Profit for the year (VII ‐ VIII) 1,884.67 1,366.11 2,747.52

X Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of post employment benefit (42.65) 19.20 7.55
Income tax relating to this item 12.42 (5.59) (2.10)
Total other comprehensive income for the year, net of tax (30.23) 13.61 5.45

XI Total comprehensive income for the year (IX + X) 1,854.44 1,379.72 2,752.97

XII Earnings per equity share (face value of Rs. 10/‐ each) 37
i) Earnings Per Share (before excep onal items)
Basic earnings per share (in Rupees) 25.63 18.58 13.13
Diluted earnings per share (in Rupees) 25.63 18.58 13.13
i) Earnings Per Share (after exceptional items)
Basic earnings per share (in Rupees) 25.63 18.58 37.37
Diluted earnings per share (in Rupees) 25.63 18.58 37.37
Material accounting policies information 2
The above statement of profit and loss should be read in conjunction with the accompanying notes
In terms of our report attached

For C N K & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants Sunshield Chemicals Limited
Firm Registration no.:101961 W/W‐100036

Diwakar Sapre
Partner Jeet Malhotra Dr. Maya Parihar Malhotra
Membership No: 040740 Managing Director & CEO Director
DIN: 07208234 DIN: 00302976

Ashish Agarwal Amit Kumashi

Place: Mumbai Chief Financial Officer Company Secretary
Date: August 24, 2024

104
Sunshield Chemicals Limited
Restated Statement of cash flows for the year ended
(Currency: Indian Rupees in Lakhs)

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
(A) Cash flow from operating activities
Profit before tax and after exceptional item 2,674.34 1,908.20 3,917.60
Adjustments for:
Depreciation and amortisation expense 738.01 644.94 580.57
Liabilities / provisions no longer required written back (1.64) ‐ (38.94)
Loss on disposal of property, plant and equipment (net) 2.62 67.05 ‐
Finance cost 779.08 744.27 478.30
Provision for doubtful trade receivables ‐ 0.59 ‐
Unrealised net exchange differences (12.38) (19.62) (30.93)
Operating profit before changes in operating assets and liabilities 4,180.03 3,345.43 4,906.60
Changes in operating assets and liabilities
Trade receivables (765.42) 140.20 (1,192.83)
Inventories (690.29) (697.51) (330.52)
Other assets 84.46 (58.93) (564.49)
Trade payables 1,693.54 (943.84) 1,239.73
Other liabilities 98.40 (55.06) 7.61
Provisions 42.77 43.91 15.22
Cash flow from operations 4,643.49 1,774.20 4,081.32
Income taxes paid (436.58) (362.66) (784.29)
Net cash from operating activities (A) 4,206.91 1,411.53 3,297.02

(B) Cash flow used in investing activities

Payments for property, plant and equipment, capital work‐in‐progress (4,144.87) (821.10) (1,634.19)
Proceeds from disposal of property, plant and equipment ‐ 2.99 ‐
Investment in fixed deposits with banks (under lien) 111.74 (34.67) (77.50)
Net cash used in investing activities (B) (4,033.13) (852.78) (1,711.69)
(C) Cash flow used in financing activities
Borrowing taken 500.00 4,376.25 11,754.05
Repayment of borrowings (535.04) (4,574.97) (12,100.00)
Interest paid (781.96) (711.63) (509.98)
Dividend paid (233.54) (145.24) ‐
Net cash flows used in financing activities (C) (1,050.54) (1,055.59) (855.93)
Net Increase/ (Decrease) in cash and cash equivalents (A)+(B)+(C) (876.76) (496.84) 729.40
Cash and cash equivalents at the beginning of the year (50.28) 446.56 (282.85)
Cash and cash equivalents at the end of the year (927.04) (50.28) 446.55
Reconciliation of cash and cash equivalents with the balance Sheet
Cash and bank balances as per balance sheet (refer note 13) ‐ 6.52 446.56
Bank overdrafts (refer note 17(b)) (927.04) (56.80) ‐
Cash and cash equivalents as per statement of cash flows (927.04) (50.28) 446.56
Material accounting policies information ‐ Note 2
The above statement of cash flows should be read in conjunction with the accompanying notes.
In terms of our report attached

For C N K & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants Sunshield Chemicals Limited
Firm Registration no.:101961 W/W‐100036

Diwakar Sapre Jeet Malhotra Dr. Maya Parihar Malhotra

Partner Managing Director & CEO Director
Membership No.: 040740 DIN: 07208234 DIN: 00302976

Ashish Agarwal Amit Kumashi

Chief Financial Officer Company Secretary
Place: Mumbai
Date: August 24, 2024

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Sunshield Chemicals Limited

Restated Statement of Changes in Equity

(Currency: Indian Rupees in Lakhs)

(a) Equity share capital :

Notes Balance at the Change in Balance as at the

beginning of the equity share end of the year
year capital during

As at March 31, 2024 735.31 ‐ 735.31

As at March 31, 2023 15 735.31 ‐ 735.31
As at March 31, 2022 735.31 ‐ 735.31

(b) Other equity :

Reserves & Surplus
Notes Capital Securities Retained Total
Particulars
reserve premium earnings
As at April 01, 2021 453.56 883.10 542.28 1,878.94

Profit for the year ‐ ‐ 2,747.52 2,747.52

Other comprehensive Income for the year (net of income tax) ‐ ‐ 5.45 5.45
Total comprehensive income for the year ‐ ‐ 2,752.97 2,752.97

As at March 31, 2022 453.56 883.10 3,295.25 4,631.91

Profit for the year ‐ ‐ 1,366.11 1,366.11

Other comprehensive Income for the year (net of income tax) ‐ ‐ 13.61 13.61
Dividends paid ‐ ‐ (147.06) (147.06)
Total comprehensive income for the year ‐ ‐ 1,232.66 1,232.66

As at March 31, 2023 453.56 883.10 4,527.91 5,864.57

16
Profit for the year ‐ ‐ 1,884.67 1,884.67
Other comprehensive income for the year (net of income tax) ‐ ‐ (30.23) (30.23)
Dividends paid ‐ ‐ (147.06) (147.06)
Interim dividends paid (88.24) (88.24)
Total comprehensive income for the year ‐ ‐ 1,619.14 1,619.14

As at March 31, 2024 453.56 883.10 6,147.05 7,483.71

Material accounting policies information 2
The above statement of change in equity should be read in conjunction with the accompanying notes
In terms of our report attached

For C N K & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants Sunshield Chemicals Limited
Firm Registration no.:101961 W/W‐100036

Diwakar Sapre Jeet Malhotra Dr. Maya Parihar Malhotra

Partner Managing Director & CEO Director
Membership No.: 040740 DIN: 07208234 DIN: 00302976

Ashish Agarwal Amit Kumashi

Chief Financial Officer Company Secretary

Place: Mumbai
Date: August 24, 2024

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

1. COMPANY BACKGROUND

Sunshield Chemicals Limited (‘the Company’) is a Public Limited Company and was incorporated in India on 19
November 1986 under the Companies Act, 1956 and has its registered office 1501-A, Universal Majestic, P.L.
Lokhande Marg, Opp. RBK International School, Chembur West Mumbai Maharashtra. The Company is engaged
in manufacture and sale of Speciality Chemicals in the domestic and international markets.

The Financials Statements for the year ended 31st March 2024, 31st March 2023 and 31st March 2022 are
approved by the Company’s Board of Directors at their meeting held on 16th May 2024, 16th May 2023 and 30th
May 2022 respectively.

1A. BASIS OF PREPARATION:

a) Statement of Compliance

The Financial Statements have been prepared in accordance with Indian Accounting Standards as per the
Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the
Companies Act, 2013 (the ‘Act’).

The Financial Statements are presented in Indian Rupees and all values are rounded to the nearest lakhs, except
where otherwise indicated.

b) Basis of preparation of Financial Statements

The Financial Statements have been prepared on the historical cost basis, except for certain financial
instruments that are measured at fair values at the end of each reporting period, as explained in the accounting
policies below.

Historical cost is generally based on the fair value of the consideration at the date of the transaction, in exchange
for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable
or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the
Company takes into account the characteristics of the asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based
on the degree to which the inputs to the fair value measurements are observable and the significance of the
inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can access at the measurement date.
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the
asset or liability, either directly or indirectly; and
• Level 3 inputs are not based on observable data i.e. based on unobservable inputs.

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

c) The Restated Financial Statements have been made after incorporating adjustments/ restatements and
regroupings / reclassifications retrospectively in respective financial years, if any, to reflect the same
accounting treatment for all reporting years.

d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the financial year
ended on March 31, 2024, March 31, 2023, and March 31, 2022, which would require adjustments in this
Restated Financial Statements of the Company.

e) Profits and losses have been arrived at after charging all expenses including depreciation and after making
such adjustments / restatements and regroupings as are appropriate and are to be read in accordance with
the Significant Accounting Polices and Notes to Accounts.

f) There were no adjustments made for prior period items and other material amounts in the respective
financial years to which they relate.

g) There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statements.

h) There was no change in estimates or provisions, which needs to be adjusted in the Restated Financial
Statements.

i) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial
Statements.

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

2. Material Accounting Policy Information:

2.1 Revenue recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that
reflects the consideration expected to be received in exchange for those products or services.

(a) Sale of products

Revenue from contract with customers is recognised when the Company satisfies performance obligation by
transferring promised goods and services to the customer. The revenue is measured based on transaction price,
which is the fair value of the consideration received or receivable and is net of discounts, allowances, returns,
goods and services tax.

(b) Sale of Services

Revenue from services is recognised on rendering of services as per the terms and conditions agreed with the
customers.

(c) Export Incentives

Income from export Incentives such as duty drawback, advance licenses, RoDTEP are recognized on an accrual
basis.

2.2 Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable.

2.3 Foreign currency transactions and translations

The functional currency of the Company is the Indian Rupee. The treatment of foreign currency transactions is
as under:

Initial recognition
Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing
on the date of the transaction or using rates that closely approximate the rate at the date of the transaction.

Measurement at the balance sheet date

At the end of each reporting period, monetary items denominated in foreign currencies are restated at the
rates prevailing at that date. Non-monetary items are measured at fair value based on exchange rate
prevailing when the fair value is determined.

Treatment of exchange differences

Exchange differences in relation to monetary items arising at the time of settlement or translation are recognised
in profit or loss in the period in which they arise.

2.4 Taxation

Income-tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with
income tax laws) and deferred tax charge or credit (reflecting the tax effect of timing differences between
accounting income and taxable income for the year).

Current Tax

The tax currently payable is based on taxable profit for the year. The Company's current tax is calculated using
applicable tax rates that have been enacted or substantively enacted by the end of the reporting period and the
provisions of the Income Tax Act, 1961 and other tax laws, as applicable.

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred
tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all
deductible temporary differences to the extent that it is probable that taxable profits will be available against
which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not
recognised if the temporary difference arises from the initial recognition (other than in a business combination)
of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In
addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition
of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the
form of adjustment to future income tax liability, is considered as a deferred tax asset if there is convincing
evidence that the Company will pay normal income tax in future. Accordingly, MAT is recognised as an asset in
the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.

Current and Deferred Tax for the year

Current and deferred tax are recognised in the Statement of Profit and Loss, except when they relate to items
that are recognised in Other Comprehensive Income or directly in equity, in which case, the related current and
deferred tax are also recognised in Other Comprehensive Income or directly in equity respectively.

2.5 Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, if any.
The cost of property, plant and equipment comprises its purchase price net of any trade discounts and rebates,
any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any
directly attributable expenditure on making the asset ready for its intended use and interest on borrowings
attributable to acquisition of qualifying property, plant and equipment up to the date the asset is ready for its
intended use.

Machinery spares which can be used only in connection with an item of property, plant and equipment and
whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of
the relevant assets. Subsequent expenditure on property, plant and equipment after its purchase / completion
is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its
previously assessed standard of performance.

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated
residual value. Freehold land is not depreciated. Depreciation on property, plant and equipment has been
provided on the straight-line method (SLM) in accordance with the useful lives specified in Part – C of Schedule

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

II of the Companies Act, 2013 on a pro-rata basis except in the case of certain items of Plant & Machinery over
their useful lives ranging from 7 years to 18 years as estimated by the company.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal of an item of
property, plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in the Statement of Profit and Loss.

Capital work-in-progress:

Projects under which tangible property, plant and equipment are not yet ready for their intended use are carried
at cost, comprising direct cost, expenditure during construction period directly related to the projects and
attributable interest, if applicable as Capital work-in-progress.

2.6 Intangible Assets

Intangible assets which are acquired by the Company and have finite useful lives are measured at cost less
accumulated amortisation and any accumulated impairment losses. Amortisation is calculated to write off the
cost of intangible assets less their estimated residual values using the straight-line method over their estimated
useful lives and is generally recognised in profit or loss.

2.7 Impairment of non-financial assets

Assets that are subject to depreciation or amortisation are tested at each balance sheet date for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the assets’ or the cash generating unit's (CGU) carrying
amount exceeds its recoverable amount and is recognised in the Statement of Profit and Loss. The recoverable
amount is the higher of an asset's fair value less costs of disposal and value in use. In assessing the value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
the current market assessment of the time value of money and the risk specific to the asset for which the
estimates of the future cash flows have not been adjusted.

When an impairment loss subsequently reverses, the carrying amount of the asset or the CGU is increased to
the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset or
CGU in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Profit and
Loss.

2.8 Inventories

Inventories are measured at the lower of cost (arrived at on weighted average basis) and net realisable value
after providing for obsolescence and other losses, where considered necessary. Net realisable value represents
the estimated selling price for inventories less all estimated costs of completion and costs necessary to make
the sale. Cost of inventories comprises of all costs of purchase and other costs incurred in bringing the
inventories to their present location and condition. Net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs necessary to make the sale.

2.9 Provisions, contingent liabilities, and contingent assets

Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation.

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Contingent liabilities
Contingent liabilities are disclosed unless the possibility of outflow of resources is remote, when there is:

- A possible obligation arising from past events, the existence of which will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly within the control of the Company or

- A present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or reliable estimate of the amount cannot be made.

Contingent assets
A contingent asset is neither recognised nor disclosed in the financial statements.

2.10 Financial Instruments

a) Initial Recognition and Measurement

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instruments. At initial recognition, financial assets (other than trade receivables) and financial
liabilities are measured at fair value. Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through
profit or loss (“FVTPL”)) are added to or deducted from the value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or
financial liabilities at Fair Value through Profit or Loss are recognised in the Statement of Profit and Loss.

i) Financial assets

All financial assets are initially measured at fair value, plus in the case of financial assets not recorded at fair
value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of financial assets.
Trade receivables that do not contain a significant financing component are measured at transaction price.

After initial recognition all financial assets (other than derivative instruments) meeting the relevant criteria, are
subsequently measured at amortised cost using the effective interest method. The Company has not designated
any financial asset as FVTPL or Fair Value through Other Comprehensive Income (“FVTOCI”).

Debt instruments that meet conditions based on purpose of holding assets and contractual terms of instrument
are subsequently measured at amortised cost using effective interest method. All other financial assets are
measured at fair value. Income is recognised on an effective interest basis for debt instruments other than those
financial assets classified as Fair Value Through Profit or Loss. Interest income is recognised in the statement of
profit or loss and is included in the “Other income” line item.

Impairment of Financial Assets

The Company applies the expected credit loss model for recognising impairment loss on financial assets
measured at amortised cost, trade receivables and other contractual rights to receive cash or other financial
asset.

For trade receivables and any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115, the Company always measures the loss allowance at an
amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit
loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109.

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

The expected credit loss allowance has been made taking into the account historical credit loss experience and
adjusted for forward looking information.

ii) Financial Liabilities and equity instruments

Classification of debt or equity

Debt or equity instruments issued by the Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of financial liability and
equity instrument.

Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of
direct issue costs.

Financial Liabilities
All financial liabilities (other than derivative financial instruments) are measured at amortised cost using
effective interest method at the end of the reporting period.

b) Derecognition of Financial Assets and Liabilities

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial
asset expire or when the Company transfers the contractual rights to receive the cash flows of the financial asset
in which substantially all the risks and rewards of ownership of the financial asset are transferred or in which
the Company neither transfers nor retains substantially all the risks and rewards of ownership of the financial
asset and does not retain control of the financial asset. The Company derecognises a financial liability (or a part
of financial liability) when the contractual obligation is discharged, cancelled or expires.

Derivative Financial Instruments

Whenever Company holds derivative financial instruments such as foreign exchange forward contracts and
principal swap to manage its exposure to foreign currency exchange rate risks. Derivatives are initially recognised
at fair value at the date the contracts are entered into. Subsequent to initial recognition, these contracts are
remeasured at fair value at the end of each reporting period and changes are recognised in the Statement of
Profit and Loss.

Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence, the most
advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-
performance risk. The Company’s accounting policies and disclosures, in a few cases, require the measurement
of fair values, for both financial and non-financial assets and liabilities. Wherever available, the Company
measures the fair value of an instrument using the quoted price in an active market for that instrument. A market
is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to
provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the
Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use
of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants
would take into account in pricing a transaction.

2.11 Cash flow statement

The Cash Flow Statement is prepared by the indirect method set out in Ind AS 7 on Cash Flow Statements and
presents the cash flows by operating, investing and financing activities of the Company.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes

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Notes to Restated Financial Statements

in value, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash
management.

2.12 Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the
internal organisation and management structure. The operating segments are the segments for which separate
financial information is available and for which operating profit / loss amounts are evaluated regularly by the
Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance.
The Company identifies secondary segment on the basis of geographical location of the customers.

2.13 Employee benefits

Compensation to employees for services rendered is measured and accounted for in accordance with Ind AS 19
on Employee Benefits.

Employee Benefits such as salaries, allowances, non-monetary benefits and employee benefits under defined
contribution plans such as provident and other funds, which fall due for payment within a period of twelve
months after rendering service, are charged as expense to profit or loss in the period in which the service is
rendered.

Employee Benefits under defined benefit plans such as gratuity which fall due for payment after completion of
employment are measured by the projected unit credit method, on the basis of actuarial valuations carried out
by third party actuaries at each balance sheet date. The Company’s obligation recognised in the balance sheet
represents the present value of obligations as reduced by the fair value of plan assets.

Defined benefit costs are categorized as follows:

• Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements);

• Net interest expense or income; and

• Remeasurement

The Company presents the first two components of defined benefit costs in the Statement of Profit and Loss in
the line item ‘Employee benefits expense’.

Actuarial Gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan
assets (excluding net interest) are recognised immediately in other comprehensive income. Remeasurement
recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified
to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest
is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or
asset.

The retirement benefit obligation recognised in the balance sheet represents the deficit or surplus in the
Company’s defined benefit plans.

2.14 Borrowing costs

Borrowing costs directly attributable to the acquisition or construction of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of
those assets, until such time as the assets are substantially ready for their intended use or sale. All other
borrowing costs are recognised in profit or loss in the period in which they are incurred.

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Sunshield Chemicals Limited

Notes to Restated Financial Statements

2.15 Earnings per share

The Company reports basic and diluted Earnings Per Share (EPS) in accordance with Ind AS 33 on Earnings Per
Share. Basic EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year.

Diluted EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders by the
weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive
potential equity shares, except where the results are anti-dilutive.

3 Recent Indian Accounting Standards (Ind AS)

During the year the Ministry of Corporate Affairs (MCA) has not notified any amendments to Companies (Indian
Accounting Standards) Amendment Rules, 2023.

4 Critical accounting judgments and key sources of estimation uncertainty

In application of the Company's accounting policies, which are described in note 2, the directors of the Company
are required to make judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on various factors including historical experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty
at the end of the reporting period that may have a risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.

a) Useful lives of property, plant and equipment

The Company reviews the estimated useful lives of property, plant and equipment at the end of each reporting
period. During financial years ended March 31, 2024 and 2023, there were no changes in useful lives of property,
plant and equipment. The Company at the end of each reporting period, based on external and internal sources
of information, assesses indicators and mitigating factors of whether the plant (cash generating unit) may have
suffered an impairment loss. If it is determined that an impairment loss has been suffered, it is recognised in the
Statement of Profit and Loss.

b) Impairment of trade receivables

The Company estimates the probability of collection of accounts receivable by analysing historical payment
patterns, customer status, customer creditworthiness and current economic trends. If the financial condition of
a customer deteriorates, additional allowances may be required.

c) Contingencies
In the normal course of business, contingent liabilities may arise from litigations and other claims against the
company. There are certain obligations which management has concluded, which based on all available facts
and circumstances, are not probable of payment or difficult to quantify reliably and such obligations are treated
as contingent liabilities and disclosed in the notes but are not provided for in the financial statements.

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 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

5(a). Property, plant and equipment

Gross Block Depreciation Net Block
Description As at As at As at As at As at
Additions Deductions For the year Deductions
April 01, 2023 March 31, 2024 April 01, 2023 March 31, 2024 March 31, 2024
Freehold Land 195.01 ‐ ‐ 195.01 ‐ ‐ ‐ ‐ 195.01
Buildings 1,762.29 21.48 ‐ 1,783.77 515.34 78.98 ‐ 594.32 1,189.45
Plant and Equipment 9,724.72 228.22 (24.20) 9,928.74 3,323.03 635.40 (21.58) 3,936.85 5,991.89
Furniture and Fixtures 1.14 ‐ ‐ 1.14 0.31 0.13 ‐ 0.44 0.70
Vehicle 14.00 ‐ ‐ 14.00 7.24 1.73 ‐ 8.97 5.03
Computers 212.50 3.20 ‐ 215.70 170.10 10.80 ‐ 180.90 34.80
Office Equipments 29.92 12.30 ‐ 42.22 1.43 7.35 ‐ 8.78 33.44
Total 11,939.58 265.20 (24.20) 12,180.58 4,017.45 734.39 (21.58) 4,730.26 7,450.32

Gross Block Depreciation Net Block

Description As at As at As at As at As at
Additions Deductions For the year Deductions
April 01, 2022 March 31, 2023 April 01, 2022 March 31, 2023 March 31, 2023
Freehold Land 195.01 ‐ ‐ 195.01 ‐ ‐ ‐ ‐ 195.01
Buildings 1,708.03 54.26 ‐ 1,762.29 441.75 73.59 ‐ 515.34 1,246.95
Plant and Equipment 8,442.60 1,401.43 (119.31) 9,724.72 2,810.82 561.93 (49.71) 3,323.04 6,401.68
Furniture and Fixtures 1.18 ‐ (0.04) 1.14 0.22 0.13 (0.04) 0.31 0.83
Vehicle 14.00 ‐ ‐ 14.00 5.51 1.73 ‐ 7.24 6.76
Computers 183.49 42.82 (13.81) 212.50 177.93 5.55 (13.37) 170.11 42.39
Office Equipments 7.02 29.92 (7.02) 29.92 7.02 1.43 (7.02) 1.43 28.49
Total 10,551.33 1,528.43 (140.18) 11,939.58 3,443.25 644.36 (70.14) 4,017.46 7,922.11

Gross Block Depreciation Net Block

Description As at As at As at As at As at
Additions Deductions For the year Deductions
April 01, 2021 31 March 2022 April 01, 2021 31 March 2022 31 March 2022
Freehold Land 195.01 ‐ ‐ 195.01 ‐ ‐ ‐ ‐ 195.01
Buildings 1,670.79 37.24 ‐ 1,708.03 367.50 74.25 ‐ 441.75 1,266.28
Plant and Equipment 7,421.40 1,021.20 ‐ 8,442.60 2,316.14 494.68 ‐ 2,810.82 5,631.78
Furniture and Fixtures 1.18 ‐ ‐ 1.18 0.10 0.12 ‐ 0.22 0.96
Vehicle 14.00 ‐ ‐ 14.00 3.76 1.75 ‐ 5.51 8.49
Computers 180.27 3.22 ‐ 183.49 168.16 9.77 ‐ 177.93 5.56
Office Equipments 7.02 ‐ ‐ 7.02 7.02 ‐ ‐ 7.02 ‐
Total 9,489.68 1,061.66 ‐ 10,551.33 2,862.68 580.57 ‐ 3,443.25 7,108.07

116
 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)
5(b). Capital work‐in‐progress
Description Amount
Opening balance as at April 01, 2023 85.08
Additions
Construction cost 4,501.09
Expenditure incurred during the construction period (project salary cost) 188.45
Transfer to property, plant and equipment (265.20)
Closing balance (pending allocation of salary cost of Rs. 188.45 lakhs) as at March 31, 2024 4,509.42
Opening balance as at April 01, 2022 736.65
Additions 876.86
Transfer to property, plant and equipment (1,528.43)
Closing balance as at March 31, 2023 85.08
Opening balance as at April 01, 2021 128.46
Additions 1,669.85
Transfer to property, plant and equipment (1,061.66)
Closing balance as at March 31, 2022 736.65

Capital work‐in‐progress ageing schedule as at March 31, 2024 and March 31, 2023 and March 31, 2022 is as follows:
Particulars Amount in CWIP for a Period of
Less than More than
1‐2 Years 2‐3 Years Total
1 year 3 years
Projects in progress ‐ Plant automation As at March 31, 2024 4,474.17 35.25 ‐ ‐ 4,509.42
As at March 31, 2023 (85.08) ‐ ‐ ‐ (85.08)
As at March 31, 2022 (720.80) (15.85) ‐ ‐ (736.65)
Total Capital work‐in‐progress As at March 31, 2024 4,474.17 35.25 ‐ ‐ 4,509.42
As at March 31, 2023 (85.08) ‐ ‐ ‐ (85.08)
As at March 31, 2022 (720.80) (15.85) ‐ ‐ (736.65)

Project wise breakup of Capital‐work‐in progress

Particulars To be completed in
Less than More than
1‐2 Years 2‐3 Years Total
1 year 3 years
Project in Progress
Plant automation As at March 31, 2024 4,509.42 ‐ ‐ ‐ 4509.42
As at March 31, 2023 (85.08) ‐ ‐ ‐ (85.08)
As at March 31, 2022 (736.65) ‐ ‐ ‐ (736.65)
Total Capital work‐in‐progress As at March 31, 2024 4,509.42 ‐ ‐ ‐ 4,509.42
As at March 31, 2023 (85.08) ‐ ‐ ‐ (85.08)
As at March 31, 2022 (736.65) ‐ ‐ ‐ (736.65)
Figures in brackets are for the previous years
There are no project whose completion is overdue or exceeded its cost compare to its original plan

6. Intangible assets
Gross Block Depreciation Net Block
Description As at As at As at As at As at
Additions Deductions For the year Deductions
April 01, 2023 March 31, 2024 April 01, 2023 March 31, 2024 March 31, 2024
Software 20.06 3.49 ‐ 23.55 0.58 3.62 ‐ 4.20 19.35
Total 20.06 3.49 ‐ 23.55 0.58 3.62 ‐ 4.20 19.35

Gross Block Depreciation Net Block

Description As at As at As at As at As at
Additions Deductions For the year Deductions
April 01, 2022 March 31, 2023 April 01, 2022 March 31, 2023 March 31, 2023
Software ‐ 20.06 ‐ 20.06 ‐ 0.58 ‐ 0.58 19.48
Total ‐ 20.06 ‐ 20.06 ‐ 0.58 ‐ 0.58 19.48

117
Sunshield Chemicals Limited

Restated Notes forming part of financial statements for the year

(Currency: Indian Rupees in Lakhs)
7. Loans

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
7(a) Long‐term
Unsecured, considered good
Loans to employees ‐ 0.38 3.10
Total long‐term loans ‐ 0.38 3.10
7(b) Short‐term
Unsecured, considered good
Loans to employees 1.75 2.80 3.78
Total short‐term loans 1.75 2.80 3.78
Total loans 1.75 3.18 6.88

8. Other financial assets

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
8(a) Non‐current
Unsecured, considered good
Security deposits ‐ ‐ 32.81
Deposits with bank* 0.62 0.62 0.62
Total non‐current financial assets 0.62 0.62 33.43
8(b) Current
Unsecured, considered good
Interest receivable on deposits 2.01 0.38 2.46
Total current financial assets 2.01 0.38 2.46
Total financial assets 2.63 1.00 35.89
* Lien marked with irrigation division Kolad, Raigad

9. Income tax assets

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Advance income‐tax (net of provision 2023 Rs 1,599.44 Lakh (2022 Rs. 837.60 lakhs) 53.54 58.22 148.56

Total income tax assets 53.54 58.22 148.56

10. Other assets

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
10(a) Non‐current
Balances with Government authorities (other than Income tax)
‐ VAT refund receivable 103.77 117.00 117.00
‐ Revenue deposit receivable ‐ ‐ 14.01
‐ VAT paid under protest (refer note 32) 185.57 182.01 182.01
Income tax paid under protest 4.15 ‐ ‐
Capital advances 33.61 53.84 ‐
Total other non‐current assets 327.10 352.85 313.02
10(b) Current
Prepaid expenses 101.18 82.38 88.73
Balances with Government authorities (other than Income tax)
‐ Goods and service tax 727.63 1,102.88 969.69
‐ GST export rebate 289.28 171.73 69.56
Export incentive receivable 50.00 49.21 2.68
Advances to employees against expenses ‐ ‐ 3.83
Advances to suppliers of goods and services 205.39 46.42 206.59
Total other current assets 1,373.48 1,452.62 1,341.08
Total other assets 1,700.58 1,805.47 1,654.10

118
Sunshield Chemicals Limited

Restated Notes forming part of financial statements for the year

(Currency: Indian Rupees in Lakhs)

11. Inventories (at lower of cost and net realisable value)

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Raw materials (includes Goods‐in‐transit Rs 579.59 Lakh (2023 Rs 323.49 Lakh and
2,039.66 1,435.69 1,131.15
2022 Rs nil))
Packing materials 108.22 78.26 60.21
Work‐in‐progress 488.84 426.41 421.14
Finished goods (Includes Goods‐in‐transit Rs 74.60 Lakh (2023 Rs 164.07 Lakh and
1,407.24 1,457.30 1,102.50
2022 Rs 310.41 Lakh))
Stores and spares 283.69 239.70 224.85
Total inventories 4,327.65 3,637.36 2,939.85

12. Trade Receivables

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Unsecured
Trade receivable ‐ considered good 4,791.82 4,016.14 4,138.62
Trade receivables ‐ credit impaired ‐ ‐ ‐
4,791.82 4,016.14 4,138.62
Less: Allowance for expected credit loss 3.14 4.78 4.19
Total trade receivables 4,788.68 4,011.36 4,134.43
Ageing for trade receivables as at March 31, 2024 is as follows:
Particulars Not Due Outstanding for following periods from due date of payment Total
less than 6 Month to 1‐2 Years 2‐3 Years More than
6 Month 1 Year 3 Years

(i) Undisputed Trade Receivables‐Considered Good 4,423.66 365.08 1.81 1.27 ‐ ‐ 4,791.82
(ii) Less: Allowance for expected credit loss ‐ ‐ ‐ ‐ ‐ ‐ 3.14
Total 4,423.66 365.08 1.81 1.27 ‐ ‐ 4,788.68

Ageing for trade receivables as at March 31, 2023 is as follows:

Particulars Not Due Outstanding for following periods from due date of payment Total
less than 6 Month to 1‐2 Years 2‐3 Years More than
6 Month 1 Year 3 Years

(i) Undisputed Trade Receivables‐Considered Good 3,676.81 318.03 21.30 ‐ ‐ ‐ 4,016.14

(ii) Allowance for expected credit loss ‐ ‐ ‐ ‐ ‐ ‐ 4.78
Total 3,676.81 318.03 21.30 ‐ ‐ ‐ 4,011.36

Ageing for trade receivables as at March 31, 2022 is as follows:

Particulars Not Due Outstanding for following periods from due date of payment Total
less than 6 Month to 1‐2 Years 2‐3 Years More than
6 Month 1 Year 3 Years

(i) Undisputed Trade Receivables‐Considered Good 3,389.06 749.56 ‐ ‐ ‐ ‐ 4,138.62

(ii) Allowance for expected credit loss ‐ ‐ ‐ ‐ ‐ ‐ 4.19
Total 3,389.06 749.56 ‐ ‐ ‐ ‐ 4,134.43
Note:
The average credit period on sale of goods is 60 days. No interest is charged on trade receivables.
In accordance with Ind AS 109, the Company has used the Practical expedient by computing the expected credit Loss allowance for trade receivables by
following simplified approach. The Expected credit Loss Model takes into account historical credit loss experience and adjusted for forward looking
information.
For movement in allowance for doubtful debts refer note 39

13. Cash and cash equivalents

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Balance with banks ‐ in current accounts ‐ 6.52 446.56
Total cash and cash equivalents ‐ 6.52 446.56

14. Bank balances other than cash and cash equivalents

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Fixed deposits with bank (refer note (a) below) 56.85 170.35 137.50
Unclaimed dividend (refer note (b) below) 3.58 1.82 ‐
Total bank balances other than cash and cash equivalents 60.43 172.17 137.50
(a) above deposits are held as margin money against bank guarantee or letter of credit.
(b) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year
end. This amount represents restricted cash.

119
Sunshield Chemicals Limited

Restated Notes forming part of financial statements for the year

(Currency: Indian Rupees in Lakhs)

15. Equity share capital

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Authorised share capital
1,50,00,000 equity shares of Rs.10/‐ each 1,500.00 1,500.00 1,500.00
50,00,000 7% Non Cumulative Redeemable Preference shares of Rs.10/‐ each 500.00 500.00 500.00
2,000.00 2,000.00 2,000.00

Issued, Subscribed and fully paid up

73,53,060 (2023: 73,53,060) equity shares of Rs.10/‐ each fully paid up 735.31 735.31 735.31
Total equity share capital 735.31 735.31 735.31

Reconciliation of the number of equity shares outstanding at the beginning and at the end of the period:
As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
No. of Shares Amount No. of Shares Amount No. of Shares Amount
Opening Balance 73,53,060 735.31 73,53,060 735.31 73,53,060 735.31
Increase/ (decrease) during the year ‐ ‐ ‐ ‐ ‐ ‐
Closing balance 73,53,060 735.31 73,53,060 735.31 73,53,060 735.31

Details of shareholders holding more than 5% shares in the Company:

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
No. of Shares % of held No. of Shares % of held No. of Shares % of held
Indus Petrochem Ltd (Holding Company)
45,85,396 62.36% 45,85,396 62.36% 45,85,396 62.36%
w.e.f Nov 30, 2021

Details of shares allotted for the period of five years immediately preceding the date as at which the Balance Sheet
(a) No shares allotted as fully paid‐up pursuant to contract(s) without payment being received in cash.
(b) No shares allotted as fully paid‐up by way of bonus shares.
(c ) No shares bought back.

Details of Equity Shares held by the Holding Company:

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
No. of Shares % of holding No. of Shares % of holding No. of Shares % of holding
Indus Petrochem Ltd (Holding Company)
45,85,396 62.36% 45,85,396 62.36% 45,85,396 62.36%
w.e.f Nov 30, 2021

Details of shareholding of promoters

As at March 31, 2024
Promoters Name No of shares % of total % change during
shares the year

Indus Petrochem Limited 45,85,396 62.36% 0%

As at March 31, 2023
Indus Petrochem Limited 45,85,396 62.36% 0%
As at March 31, 2022
Indus Petrochem Limited 45,85,396 62.36% 100%

Note: Above list is certified by the Share Transfer Agent.

Terms/Rights attached to equity shares
The Company has issued only one class of shares referred to as equity shares having a par value of Rs 10 per share. Accordingly, all equity shares rank
equally with regard to dividend and share in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time
to time. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company the holder of equity shares will be
entitled to receive remaining assets of the Company after distribution of all the preferential amounts. The distribution will be in proportion to the number
of equity shares held by the shareholders.

120
Sunshield Chemicals Limited

Restated Notes forming part of financial statements for the year

(Currency: Indian Rupees in Lakhs)
16. Other equity
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
A. Capital reserve 453.56 453.56 453.56
B. Securities premium 883.10 883.10 883.10
C. Retained earnings
Balance at the beginning of the year 4,527.91 3,295.25 542.28
Add : Profit for the year 1,884.67 1,366.11 2,747.52
Add : Other comprehensive income (30.23) 13.61 5.45
Less : Final dividend on equity shares (147.06) (147.06) ‐
Less : Interim dividend on equity shares (88.24) ‐ ‐
Balance at the end of the year 6,147.05 4,527.91 3,295.25
Total other equity 7,483.71 5,864.57 4,631.91
Notes:
(i) The Board of Directors of the Company have recommended Final Dividend of Rs. 1.20 (previous year Rs. 2) per share for the financial year ended March
31, 2024 to be paid on fully paid Equity Shares amounting to Rs 88.24 lakhs. The Final dividend is subject to the approval of shareholders at Annual general
Meeting and has not been included as liability in these financial statements.

(ii) Nature of reserves

(a) Capital reserve
Capital Reserves includes :
i) Rs. 26.06 lakhs of various capital incentive grants received from time to time from Government of Maharashtra on the basis of investments made in
plant and machinery as backward area incentives.
ii) Rs. 427.50 lakhs of reserves was created in an earlier year consequent to surrender of tenancy rights for redevelopment in exchange for office premises.
The office premises have since been disposed off.
Both the capital reserves are not available for distribution to the shareholders as dividend.

(b) Securities premium

Security premium account is created when shares are issued at premium. The Company can use this reserve in accordance with the provisions of the Act.

(c) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to other reserves, less any dividends or other distributions paid
to shareholders. Retained earnings includes re‐measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement
of Profit and Loss. Retained earnings is a free reserve available to the Company.

17. Borrowings

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
17(a) Long‐Term borrowings
Secured
Measured at amortised cost
Term loan from a banks (refer note (i) below) 1,026.58 1,188.38 ‐
Unsecured
Measured at amortised cost ‐
Loans from a related party (refer note 35 e (i))
‐ Term loan (refer note (ii) below) 583.33 2,916.67 3,500.00

Total long‐term borrowings 1,609.91 4,105.05 3,500.00

Note:
Present Rate of
Particulars Terms of Repayment Amount
interest
(i) Term loan from HDFC Bank is secured by 9.10% p.a. The loan is repayable in 37 equal 512.32
Hypothecation of entire Stocks, Book debts, Plant & monthly Instalments
Machinery and Mortgage of Factory premises as a
collateral security and corporate guarantee from 10.03% p.a. The loan is repayable in 62 equal 1,107.97
Indus Petrochem Limited, the Holding Company monthly Instalments
(also refer note 17 (b) below)
(ii) Indus Petrochem Limited‐ the Holding Company 8.75% p.a. The loan is repayable from May 3,500.00
(also refer note 17 (b) below) 24, 2024, in quarterly
Instalments as under:
1st Instalments of Rs.1,166.66
and 4 Instalments of Rs. 583.33
each.

121
Sunshield Chemicals Limited

Restated Notes forming part of financial statements for the year

(Currency: Indian Rupees in Lakhs)

As at As at As at
Particulars
March 31, 2024 March 31, 2023 Mar 31, 2022
17(b) Short‐term borrowings
Secured
Measured at amortised cost
Loans repayable on demand from banks
‐ Overdraft facilities* 927.04 56.80 ‐
‐ Working capital Demand Loan* 2,500.00 2,500.00 ‐
Current maturities of long‐term borrowings 593.71 466.95 ‐
Unsecured
Measured at amortised cost
Loans from related party (refer note) ‐ ‐ 3,354.05
Short term Loans ‐ ‐ 1,000.00
Current maturities of long‐term borrowings from related party (refer note 35 e (i)) 2,916.67 583.33 ‐

Total short‐term borrowings 6,937.42 3,607.08 4,354.05

*Loan from HDFC bank ‐ interest rate @ 9.64 (Linked to 3M T‐Bill)

The Company has obtained financing from banks for managing its short term and long term funding requirements. The below table provides the
reconciliation between quarterly returns filed by the Company with banks and books of account.

Amount as per
Amount as
statement of
per Books of Diff
Particulars assets filed with Remarks
Account (A‐B)
the banks
(A)
(B)
For the quarter ended June 30, 2023
Trade Receivable 4,251.11 4,251.14 (0.03)
Trade Payable 2,163.84 2,171.42 (7.58)
Inventories 3,228.76 3,223.03 5.73 The differences are on account
of Purchase in transit, Sales in
For the quarter ended September 30, 2023 Transit, Advances regroupings,
Trade Receivable 4,008.06 4,008.06 ‐ Debtors and Payable
Trade Payable 2,190.89 1,877.98 312.91
reconciliation etc. The Company
Inventories 3,233.31 3,233.31 ‐
submit its data to banks as per
agreed timelines. However,
For the quarter ended December 31, 2023
accounts get finalised after due
Trade Receivable 3,983.75 4,202.64 (218.89)
reconciliation and review by
Trade Payable 2,525.81 2,000.47 525.34
Inventories 3,150.51 3,150.51 ‐ auditors on quarterly basis. In
any case it does not affect
For the quarter ended March 31, 2024 drawing power adversely.
Trade Receivable 4,788.68 4,787.05 1.63
Trade Payable 4,054.12 3,814.06 240.06
Inventories 4,327.65 4,309.28 18.37

18. Provisions
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
18(a) Non‐current
Employee benefit obligations (refer note 36)
Leave obligations 113.83 91.84 70.32
Gratuity 68.88 9.28 16.53
Total non‐current provisions 182.71 101.12 86.85
18(b) Current
Employee benefit obligations (refer note 36)
Leave obligations 26.30 22.47 12.03
Gratuity

Total current provisions 26.30 22.47 12.03

Total provisions 209.01 123.59 98.88

122
Sunshield Chemicals Limited

Restated Notes forming part of financial statements for the year

(Currency: Indian Rupees in Lakhs)

19. (a) Deferred tax liabilities (net) (refer note 31 c)

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Tax effect of items consisting Deferred tax liability
On property, plant and equipment allowances on 961.29 921.50 873.74
Tax effect of items consisting Deferred tax assets
Disallowance under section 43(B) / 40(a) of Income tax Act, 1961 (64.58) (36.76) (51.83)
MAT credit ‐ (248.90) (303.44)
Others (8.44) (18.09) (30.22)

Total deferred tax liabilities (net) 888.27 617.75 488.25

Deferred tax assets and deferred tax liabilities have been offset as they relate to same governing taxation laws.

19. (b) Current tax liabilities (net)

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Provision for tax (net of Advance tax of Rs 690.16) 65.47 ‐ 34.81
Total Current tax liabilities 65.47 ‐ 34.81

20. Trade Payables

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Current
Trade payables dues of micro and small enterprises 179.07 156.53 166.95
Trade payables dues of other than micro enterprises and small enterprises 3,884.08 2,215.20 3,150.52

Total trade payables 4,063.15 2,371.73 3,317.47

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information
available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests
made by the Company.

Ageing for trade payable as at March 31, 2024 is as follows:

Particulars Not Due Outstanding for following periods from due date of payment Total
less than 1‐2 Years 2‐3 Years More than
1 Year 3 Years
Undisputed Trade Payables
(i) MSME 156.22 22.85 ‐ ‐ ‐ 179.07
(ii) Others 3,322.46 560.10 0.35 1.00 0.17 3,884.08
Total Trade Payable 3,478.68 582.95 0.35 1.00 0.17 4,063.15
Ageing for trade payable as at March 31, 2023 is as follows:
Particulars Not Due Outstanding for following periods from due date of payment Total
less than 1‐2 Years 2‐3 Years More than
1 Year 3 Years
Undisputed Trade Payables
(i) MSME 148.51 8.02 ‐ ‐ ‐ 156.53
(ii) Others 2,021.15 113.48 52.91 22.06 5.60 2,215.20
Total Trade Payable 2,169.66 121.50 52.91 22.06 5.60 2,371.73
Ageing for trade payable as at March 31, 2022 is as follows:
Particulars Not Due Outstanding for following periods from due date of payment Total
less than 1‐2 Years 2‐3 Years More than
1 Year 3 Years
Undisputed Trade Payables
(i) MSME 155.95 11.00 ‐ ‐ ‐ 166.95
(ii) Others 1,867.30 1,209.54 49.23 8.72 15.73 3,150.52
Total Trade Payable 2,023.25 1,220.54 49.23 8.72 15.73 3,317.47

123
Sunshield Chemicals Limited

Restated Notes forming part of financial statements for the year

(Currency: Indian Rupees in Lakhs)
The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent
such parties have been identified on the basis of information available with the Company. The amount of principal and interest outstanding at the year
end are given below:
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022

(a) The amount remaining payable to any supplier at the end of the accounting year:
Principal amount 179.07 156.53 166.95
Interest due thereon ‐ 1.68 3.70
(b) The amount of interest paid by the buyer in terms of section 16 of the Micro,
Small and Medium Enterprises Development Act, 2006 along with the amount of the
payment made to the supplier beyond the appointed day during each accounting ‐ ‐ ‐
year
(c) The amount of interest due and payable for the period of delay in making 2.69 1.68 3.70
payment (which has been paid but beyond the appointed day during the year) but
without adding the interest specified under the Micro, Small and Medium
Enterprises Development Act, 2006

(d) The amount of interest accrued and remaining unpaid at the end of the year 8.07 5.38 25.64
(e) The amount of further interest remaining due and payable even in the ‐ ‐ 0.98
succeeding years, until such date when the interest dues above are actually paid to
the small enterprise, for the purpose of disallowance of a deductible expenditure
under section 23 of the Micro, Small and Medium Enterprises Development Act,
2006.

21. Other current financial liabilities

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Measured at amortised cost
Interest accrued but not due on borrowings 29.76 32.64 ‐
Capital creditors 696.24 168.29 38.63
Employee benefits payable 76.02 13.20 86.17
Unclaimed dividend (refer note 14) 3.58 1.82 ‐
Total other current financial liabilities 805.60 215.95 124.80

22. Other current liabilities

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022

Statutory dues including provident fund and tax deducted at source 43.37 38.04 51.60
Trade advances 9.34 4.83 9.71
Other Payables 63.79 38.05 1.70
Total other current liabilities 116.50 80.92 63.01

124
 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

23. Revenue from operations

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Sale of products
Finished goods (speciality chemicals) 27,613.39 24,403.06 24,288.32
Traded goods 555.34 ‐
Sale of services
Processing charges 33.82 37.21 57.23
Other operating revenue
Scrap sales 119.23 27.03 46.55
Duty drawback 15.76 8.70 8.32
Total revenue from operations 28,337.54 24,476.00 24,400.42

24. Other income

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Interest income
On bank deposits 25.10 6.72 3.88
From others 1.31 ‐ 6.69
Profit on sale of property, plant and equipment ‐ ‐
Liabilities / provisions no longer required written back 1.64 ‐ 38.94
Net exchange differences 119.99 174.90 21.01

Total other income 148.04 181.62 70.52

25. Cost of material consumed

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
(a) Raw materials consumed
Opening stock of raw materials 1,435.69 1,131.15 1,265.69
Add: Purchases 18,790.71 16,693.77 16,566.55
Less: Closing stock of raw materials (2,039.66) (1,435.69) (1,146.60)
Cost of raw materials consumed 18,186.74 16,389.23 16,685.64

(b) Packing materials consumed

Opening stock of packing materials 78.26 60.21 85.26
Add: Purchases 595.44 609.68 594.33
Less: Closing stock of packing materials (108.22) (78.26) (98.70)
Cost of packing material consumed 565.48 591.63 580.89
Total cost of materials consumed 18,752.22 16,980.86 17,266.53

Purchases of stock‐in‐trade
For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Purchases of stock‐in‐trade 537.21 ‐ ‐

Total purchases of stock‐in‐trade 537.21 ‐ ‐

26. Changes in inventories of finished goods and work‐in‐progress

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
(a) Work‐in‐progress
Opening stock 426.41 421.14 249.59
Less: Closing stock (488.84) (426.41) (421.14)
(62.43) (5.27) (171.55)
(b) Finished goods
Opening stock 1,457.30 1,102.50 946.17
Less: Closing stock (1,407.24) (1,457.30) (1,102.50)
50.06 (354.80) (156.33)
Total [net decrease / (increase)] (12.37) (360.07) (327.88)

125
 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

27. Employee benefits expense

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Salaries and wages 1,419.67 1,147.64 848.11
Contribution to provident and other funds (refer note 36) 91.16 74.01 50.04
Staff welfare expenses 127.76 92.11 24.62
Total employee benefit expense 1,638.59 1,313.76 922.77

28. Finance Cost

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Interest on bank overdraft and loans (other than those from related parties) 418.66 307.87 63.73
Interest on loans from related parties 307.02 375.70 381.29
Other borrowing costs 53.40 60.70 33.28
Total finance cost 779.08 744.27 478.30

29. Depreciation and amortisation expense

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 Mar 31, 2022
Depreciation on property, plant and equipment 734.39 644.36 580.57
Amortisation of intangible assets 3.62 0.58 ‐
Total depreciation and amortisation expense 738.01 644.94 580.57

30. Other expenses

For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Consumption of stores and spare parts 108.09 179.05 192.85
Power and fuel 1,235.53 1,189.23 997.51
Effluent treatment charges 65.13 57.23 40.32
Sub‐contract charges 439.87 489.24 485.98
Freight and forwarding expenses 560.58 652.58 464.36
Repairs and maintenance
‐ Plant and machinery & Others 317.99 210.68 196.49
Rent 33.84 39.33 102.35
Insurance 112.57 110.40 97.40
Rates and taxes 17.34 50.42 11.46
Loss on assets sold, discarded or written off 2.62 67.05 ‐
Legal and professional fees 170.87 142.20 56.33
Service charges & Computer maintenance 11.23 1.84 516.09
Travelling and conveyance 23.61 39.83 19.42
Communication expenses 26.15 23.81 36.74
Printing and stationery 36.99 18.42 7.63
Director's sitting fees 16.80 22.40 20.00
Payments to Auditors (refer note (i) below) 20.06 20.01 25.29
Provision for doubtful trade receivables ‐ 0.59 ‐
Corporate social responsibility expense (refer note 42) 39.53 38.38 14.87
Miscellaneous Expenses 139.70 72.97 129.96
Total other expenses 3,378.50 3,425.66 3,415.05

For the year ended For the year ended For the year ended
Particulars
31 March 2024 31 March 2023 March 31, 2022
Notes (i)
Payment to auditors include:
(net of input credit, where applicable)
To statutory auditors
‐ Statutory audit fees (including quarterly reviews) 20.00 20.00 25.00
‐ Reimbursement of expenses 0.06 0.01 0.29
Total 20.06 20.01 25.29

126
Sunshield Chemicals Limited
Restated Notes forming part of the financial statements for the year
(Currency: Indian Rupees in Lakhs)

31. Tax expense For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
(a) Amounts recognised in profit and loss
Current income tax 755.63 480.67 682.94
Deferred tax expense 34.04 69.36 487.14
Tax expense for the year 789.67 550.03 1,170.08

(b) Reconciliation of effective tax rate

Profit before tax 2,674.34 1,908.20 3,917.60
Tax using the Company’s domestic tax rate 778.77 555.67 1,140.81
Effect of expenses that are not deductible in determining taxable profits 13.05 11.67 2.16
Others (2.15) (17.31) 27.12
789.67 550.03 1,170.09
(c) Movement in deferred tax balances: March 31, 2024
Balance as on Recognised in Recognised Utilised during the Balance as on
April 01, 2023 profit or loss in OCI Year March 31, 2024
Deferred tax liability on
Property, plant and equipment 921.50 39.79 ‐ ‐ 961.29
Deferred tax assets on
Employee Benefits (36.76) (15.40) 12.42 ‐ (64.58)
MAT credit (248.90) 248.90 ‐
Others (18.09) 9.65 ‐ ‐ (8.44)
Tax (Assets)/Liabilities 617.75 34.04 12.42 248.90 888.27

Movement in deferred tax balances: March 31, 2023

Balance as on Recognised in Recognised Utilised during the Balance as on
April 01, 2022 profit or loss in OCI Year* March 31, 2023
Deferred tax liability on
Property, plant and equipment 873.74 47.76 ‐ ‐ 921.50
Deferred tax assets on
Employee Benefits (51.83) 9.48 (5.59) ‐ (36.76)
MAT credit (303.44) ‐ ‐ 54.54 (248.90)
Others (30.21) 12.12 ‐ ‐ (18.09)
Tax (Assets)/Liabilities 488.25 69.36 (5.59) 54.54 617.75
* Net of MAT credit for earlier year for Rs. 90.46 Lakhs

Movement in deferred tax balances : March 31, 2022

Balance as on Recognised in Recognised Utilised during the Balance as on
April 01, 2021 profit or loss in OCI Year March 31, 2022
Deferred tax liability on
Property, plant and equipment 796.92 76.82 ‐ ‐ 873.74
Deferred tax assets on
Employee Benefits (47.17) (6.76) (2.10) ‐ (51.83)
Unabsorbed depreciation and tax losses carried
forward ‐ restricted to the extent of deferred tax (191.59) 191.59 ‐ ‐
liability ‐
MAT credit (511.09) ‐ ‐ 207.65 (303.44)
Others (48.04) 17.82 ‐ ‐ (30.21)
Tax (Assets)/Liabilities (0.98) 279.49 (2.10) 207.65 488.25
Note:
(i) The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax
liabilities.

32. Contingent Liabilities and commitments: As at As at As at

March 31, 2024 March 31, 2023 March 31, 2022
Contingent Liabilities
Claims against the Company not acknowledged as debt:
(a) Sales Tax Matters
Demand notices issued by Sales Tax Department for which the Company has preferred appeal 446.81 508.76 508.76
(b) Income Tax Matters
Demand notices issued by Income Tax Department for which the Company has preferred 20.75 ‐ ‐

Notes:
1 Future ultimate outflow of resources embodying economic benefits in respect of matters stated above is uncertain as it depends on the final
outcome of judgments / decisions/ outcomes of the matters involved.
2 The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required, and
disclosed as contingent liabilities wherever applicable, in its financial statements. The Company does not expect the outcome of these matters to
have a materially adverse effect on its financial statements.

33. Capital Commitments As at As at As at

March 31, 2024 March 31, 2023 March 31, 2022
The estimated amount in respect of the contracts remaining to be executed on capital account (net 762.64 496.65 77.27
of capital advances).

127
Sunshield Chemicals Limited
Restated Notes forming part of the financial statements for the year
(Currency: Indian Rupees in Lakhs)

34. Segment information

(a) General information
The Company is engaged in manufacture and sale of specialty chemicals.
The Chief Operating Decision Maker (“CODM”) i. e. the Managing Director & CEO of the Company evaluates the Company’s performance and
allocates resources based on an analysis of various performance indicators by operating segment "specialty chemicals" which is the only
operating segment. Revenue arising from sale of products does not exceed 10% from any individual customer.

(b) Geographical segment information

Revenues
Segment assets
Geographical Segment For the year ended for the year ended
as at
India March 31, 2024 21,982.98 21,378.26
March 31, 2023 (16,133.41) (16,237.51)
March 31, 2022 (17,775.41) (15,907.98)
Others March 31, 2024 6,502.60 1,536.09
March 31, 2023 (8,524.21) (1,484.44)
March 31, 2022 (6,695.53) (1,440.51)
Figures in brackets are for the previous years

35. Related Party Disclosures (Transaction are at arm's length transaction‐to be disclosed as per para 23 under Ind AS 24)
Related Party Disclosures in accordance with the Indian Accounting Standard 24 ‐ Related Party Disclosures" are given below:
(a) Parties where Control exists:
Holding Company:
Indus Petrochem Limited

(b) Names of the related parties with whom the Company had transactions during the year:
(i) Holding Company:
Indus Petrochem Limited

(ii) Key Management Personnel:

Mr. Jeet Malhotra Managing Director & CEO
Dr. Maya Parihar Malhotra Director
Dr Anand Parihar Director
Mr. R. L. Shenoy Independent Director
Mr. Ajit Shah Independent Director
Mrs. Aruna Soman Independent Director
Mr. Cyrus Poonevala Independent Director
Mr. Ashish Agarwal Chief Financial Officer
Mr. Amit Kumashi Company Secretary

(c) Transactions with the Related Parties:

For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
Holding Company
(i) Sale of goods
Indus Petrochem Limited 358.74 66.25 ‐
358.74 66.25 ‐
(ii) Receipt of services
(a) Rent paid
Indus Petrochem Limited 9.31 8.62 2.80
9.31 8.62 2.80
(b) Corporate guarantee fees paid
Indus Petrochem Limited 32.57 10.77 ‐
32.57 10.77 ‐
(iii) Reimbursement of expenses paid
Indus Petrochem Limited ‐ 27.02 ‐
‐ 27.02 ‐
(iv) Inter corporate loan repaid
Indus Petrochem Limited ‐ 3,354.05 ‐
‐ 3,354.05 ‐
(v) Dividend paid
Indus Petrochem Limited 146.73 91.71 ‐
146.73 91.71 ‐
(vi) Interest expense on inter‐corporate loan taken:
Indus Petrochem Limited 307.02 375.70 189.00
307.02 375.70 189.00

128
Sunshield Chemicals Limited
Restated Notes forming part of the financial statements for the year
(Currency: Indian Rupees in Lakhs)

(d) Key management personnel compensation

For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
(i) Short‐term employee benefits *
Mr. Jeet Malhotra 27.94 20.16 4.89
Mr. Virendrasingh Baidwal upto Dec 23, 2022 ‐ 17.81 5.93
Mr. Ashish Agarwal 57.18 30.01 ‐
Mr. Amit Kumashi 27.25 21.19 45.50
112.37 89.17 56.32
*With respect to post‐employment benefits, as these liabilities for defined benefit plans are provided on actuarial basis for the Company as a
whole, the amounts pertaining to Key Management Personnel are not included

(ii) Directors Sitting Fees

Mr. R. L. Shenoy 3.60 4.80 5.60
Mr. Ajit Shah 4.00 5.20 6.40
Mrs. Aruna Soman 4.00 5.20 6.00
Dr. Maya Parihar Malhotra 2.00 2.00 0.80
Dr. Anand Parihar 1.60 1.60 0.80
Mr. Cyrus Poonevala 1.60 3.60 0.40
16.80 22.40 20.00
(e) Balances outstanding as at year end:
As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
(i) Loan Outstanding:
Indus Petrochem Limited 3,500.00 3,500.00 6,854.05
3,500.00 3,500.00 6,854.05
(ii) Trade Payable:
Indus Petrochem Limited 109.80 ‐ ‐
109.80 ‐ ‐
(iii) Corporate guarantee provided by:
Indus Petrochem Limited (loan outstanding against this guarantees aggregate to Rs. 5,047.33 6,500.00 6,500.00 ‐
(March 31, 2023 Rs. 4,212.13))
6,500.00 6,500.00 ‐
(f) No amounts have been written off / provided for or written back in respect of amounts receivable from or payable to the related parties.

36. Details of Employee Benefits as required by the Indian Accounting Standard (Ind AS) 19 "Employee Benefits" are as follows:
1 Defined contribution plan:
The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to
contribute a specified percentage of the payroll costs to fund the benefits. During the current year, the Company recognised Rs. 74.11 Lakhs (year ended March 31,
2023 Rs. 59.32 lakhs and year ended March 31, 2022 Rs. 36.26 lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions
payable to these plans by the Company are at rates specified in the rules of the schemes.

2 Defined Benefit Plan (funded)

(a) A general description of the Employees Benefit Plan:
The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees.
The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment. Gratuity is
calculated in accordance with the provisions of the Payment of Gratuity Act, 1972. Vesting occurs upon the completion of five years of service or on death.

(b) The Plan exposes the Company to the following risks:

Investment risk The return on investments will impact the position of the defined benefit plan liability. If the
return falls, net defined benefit obligation will increase the value of the liability.
Interest risk The defined benefit obligation calculated uses a discount rate based on government bonds.
All other aspects remaining same, if bond yields fall, the defined benefit obligation will
increase the value of the liability.
Longevity risk The company has used certain mortality and attrition assumptions in the valuation of the
liability. The company is exposed to the risk of actual experience turning out to be worse
compared to the assumptions considered.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future
salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the plan's liability.

129
Sunshield Chemicals Limited
Restated Notes forming part of the financial statements for the year
(Currency: Indian Rupees in Lakhs)

(c) Details of defined benefit plan ‐ as per Actuarial Valuation:

For the year ended For the year ended For the year ended
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Gratuity:
1 Change in present value obligation:
Present value of defined benefit obligation at the beginning of the year 153.01 150.82 144.32
Current Service Cost 17.00 14.56 11.28
Interest Cost 10.44 9.83 8.80
Actuarial (gains)/losses
Actuarial (gains)/losses arising from changes in demographic assumption ‐ ‐ ‐
Actuarial (gains)/losses arising from changes in financial assumption 3.95 (6.00) (6.06)
Actuarial (gains)/losses arising from changes in experience adjustment 38.27 (13.14) (1.62)
Past Service Cost ‐ ‐ ‐
Benefits Paid (11.12) (3.07) (5.90)
Liabilities assumed/(settled) ‐ ‐ ‐
Present value of defined benefit obligation at the end of the year 211.55 153.01 150.82
2 Changes in Fair value of Plan Assets
Fair value of plan assets at the beginning of the year 143.72 134.28 131.68
Expected Return on Plan Assets 10.49 9.38 8.63
Actuarial (gains)/losses (0.42) 0.06 (0.13)
Employer's Contributions ‐ 3.07 ‐
Benefits Paid (11.12) (3.07) (5.90)
Fair value of plan assets at the end of the year 142.67 143.72 134.28
3 Net Benefit (Asset)/Liability
Present value of funded defined benefit obligation 211.55 153.01 150.82
Fair value of plan assets 142.67 143.72 134.28
Net Benefit (Asset)/Liability 68.87 9.29 16.53
4 Expenses recognised in the Statement of Profit and Loss
Current Service Cost 17.00 14.56 11.28
Past Service Cost ‐ ‐ ‐
Interest cost on benefit obligation (net) (0.05) 0.45 0.17
Total Expenses recognised in the Statement of Profit and Loss 16.95 15.02 11.45
5 Remeasurement Effects Recognised in Other Comprehensive Income
Actuarial (gains)/losses arising from changes in demographic assumption ‐ ‐ ‐
Actuarial (gains)/losses arising from changes in financial assumption 3.95 (6.00) (6.06)
Actuarial (gains)/losses arising from changes in experience adjustment 38.27 (13.14) (1.62)
Return on plan asset 0.42 (0.06) 0.13
Recognised in Other Comprehensive Income 42.64 (19.20) (7.55)
6 Actuarial Assumptions
Discount Rate 7.20% 7.45% 6.95%
Salary Escalation Rate 7% 7% 7%
Retirement age 60 60 60
Attrition:
21 ‐ 44 years 12% 12% 12%
45 years & above 2% 2% 2%
Mortality tables Indian Assured Indian Assured Indian Assured
Lives Mortality Lives Mortality Lives Mortality
(2012‐14) Ult table (2012‐14) Ult table (2012‐14) Ult table
7 Estimated amounts of contribution in the immediate next year 20.00 20.00 20.00

8 The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

9 The assumption of the future salary increases, considered in actuarial valuation, takes into account the inflation, seniority, promotions and other relevant factors.

130
Sunshield Chemicals Limited
Restated Notes forming part of the financial statements for the year
(Currency: Indian Rupees in Lakhs)

For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
10 The major categories of plan assets as a percentage of the total plan assets
Insurer managed funds 100% 100% 100%

11 Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the
defined benefit obligation by the amounts shown below.

For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
Amount % Amount % Amount %
(i) Discount rate (25 basis points)
Increase (3.95) (1.87%) (2.86) (1.87%) (2.89) (1.91%)
Decrease 4.08 1.93% 2.95 1.93% 2.98 1.98%
(ii) Future salary escalation rate (25 basis
points)
Increase 3.71 1.75% 2.96 1.93% 2.97 1.97%
Decrease (3.67) (1.74%) (2.88) (1.88%) (2.89) (1.92%)

The Sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the
assumptions would occur in isolation of one another as some of the assumptions may be correlated.

12 Defined benefit obligation ‐ Average duration

The weighted average duration of the defined benefit obligation is 7.60 years (March 31, 2023: 7.59 years). The expected maturity analysis of
undiscounted gratuity benefits is as follows:
Less than a Between Between
Particulars Over 5 years Total
year 1-2 years 2-5 years
March 31, 2024
Defined benefit obligations‐ Gratuity 34.51 9.21 51.14 314.98 409.84
March 31, 2023
Defined benefit obligations‐ Gratuity 25.72 13.44 35.95 230.23 305.34
March 31, 2022
Defined benefit obligations‐ Gratuity 18.69 15.21 36.16 219.07 289.13

13 Other long term employee benefits

Compensated absences are payable to employees. The charge towards compensated absences for the year ended March 31, 2023 is Rs.34.91 lakhs (March 31,
2023: Rs. 34.79 lakhs and March 31, 2022: Rs. 5.17 lakhs).

37. Earnings Per Equity Share

For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
(a) Weighted average number of equity shares outstanding as at the Balance Sheet Nos. 73,53,060 73,53,060 73,53,060
date
(b) Nominal value of share Rs. 10 10 10
(c) Net Profit attributable to equity shareholders (before exceptional items) Rs. in Lakhs 1,884.67 1,366.11 965.52
(d) Net Profit attributable to equity shareholders (after exceptional items) Rs. in Lakhs 1,884.67 1,366.11 2,747.52
(e) Earnings per share (basic and diluted) (before exceptional items) Rs. 25.63 18.58 13.13
(f) Earnings per share (basic and diluted) (after exceptional items) Rs. 25.63 18.58 37.37

131
 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year

Note 38

Ratio Numerator Denominator March 2024 March 2023 Variance % Reason

Mainly due to increase in Current maturities of long‐term
Current Ratio Current Assets Current Liabilities 0.88 1.47 (40.40%)
borrowings
Debt Equity Ratio Total Borrowings Shareholder Equity 1.04 1.17 (11.00%) NA
Debt service Coverage Ratio Earning Available for debt service Finance Costs 2.59 2.92 (11.51%) NA
Return on Equity Ratio Net Profit after Tax Average Shareholder Equity 25.44% 22.83% 11.41% NA
Inventory Turnover Ratio Revenue from Operations Average Inventory 7.12 7.44 (4.40%) NA
Trade Receivable Turnover Ratio Revenue from Operations Average Receivable 6.44 6.01 7.17% NA
Trade Payable Turnover ratio Purchases Average Trade Payable 6.19 6.08 1.80% NA
Mainly due to increase in Current maturities of long‐term
Net Capital Turnover Ratio Revenue from Operations Working capital (19.40) 8.20 (336.64%)
borrowings thereby reduction of working capital
Net Profit Ratio Net Profit after Tax Revenue from Operations 6.65% 5.58% 19.16% NA
Return on capital employed Ratio Earning Before Interest and Tax Capital employed 19.56% 17.77% 10.10% NA
Return on Investment Income Generated from Investments Time weighted average investment NA NA

Ratio Numerator Denominator March 2023 March 2022 Variance % Reason

Mainly due to repayment of short term borrowings and
Current Ratio Current Assets Current Liabilities 1.47 1.14 29.40% reduction is trade payables. It improves liquidity of
business.
Debt Equity Ratio Total Borrowings Shareholder Equity 1.17 1.46 (20.15%) Net worth Improved
Debt service Coverage Ratio Earning Available for debt service Finance Costs 2.92 7.88 (62.87%) Increase in long term loan
Return on Equity Ratio Net Profit after Tax Average Shareholder Equity 22.83% 68.85% (66.84%) Exceptional income in previous year
Inventory Turnover Ratio Revenue from Operations Average Inventory 7.44 8.79 (15.37%) NA

132
Trade Receivable Turnover Ratio Revenue from Operations Average Receivable 6.01 6.97 (13.77%) NA
Trade Payable Turnover ratio Purchases Average Trade Payable 6.08 6.39 (4.73%) NA
Revenue growth along with efficiency in working capital
Net Capital Turnover Ratio Revenue from Operations Working capital 8.20 22.19 (63.05%)
Management
Net Profit Ratio Net Profit after Tax Revenue from Operations 5.58% 11.26% (50.43%) Exceptional income in previous year
Return on capital employed Ratio Earning Before Interest and Tax Capital employed 17.77% 32.06% (44.59%) Exceptional income in previous year
Return on Investment Income Generated from Investments Time weighted average investment NA NA

Ratio Numerator Denominator March‐22 March‐21 Variance % Reason

Current Ratio Current Assets Current Liabilities 1.14 1.08 5.16% NA

Debt Equity Ratio Total Borrowings Shareholder Equity 1.46 3.36 (56.41%) Earnings Improved
Debt service Coverage Ratio Earning Available for debt service Finance Costs 7.87 3.83 105.27% Earnings Improved
Return on Equity Ratio Net Profit after Tax Average Shareholder Equity 68.80% 74.72% (7.93%) NA
Inventory Turnover Ratio Revenue from Operations Average Inventory 8.79 7.25 21.33% NA
Trade Receivable Turnover Ratio Revenue from Operations Average Receivable 6.97 6.98 (0.15%) NA
Trade Payable Turnover ratio Purchases Average Trade Payable 6.39 5.75 11.13% NA
Revenue growth along with efficiency in working capital
Net Capital Turnover Ratio Revenue from Operations Working capital 22.33 39.43 (43.37%)
Management
Net Profit Ratio Net Profit after Tax Revenue from Operations 11.25% 7.14% 57.54% Improvement in Profitability
Return on capital employed Ratio Earning Before Interest and Tax Capital employed 32.07% 21.06% 52.29% Improvement in Profitability
Return on Investment Income Generated from Investments Time Weighted Average Investment NA NA
 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

39. Financial instruments

(A) Capital management

The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance. The Company is not subject to any externally imposed capital requirements.

(B) Categories of financial instruments

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Financial assets
Measured at amortised cost :
(a) Trade receivables 4,788.68 4,011.36 4,134.43
(b) Cash and cash equivalents ‐ 6.52 446.56
(c) Bank balance other than cash and cash equivalents 60.43 172.17 137.50
(d) Loans to employees 1.75 3.18 6.88
(e) Security and other deposits 0.62 0.62 33.43
(f) Others 2.01 0.38 2.46
Financial liabilities
Measured at amortised cost
(a) Borrowings 8,577.09 7,744.77 7,854.05
(b) Trade payables 4,063.15 2,371.73 3,317.47
(c) Employee Benefit payable 76.02 13.20 86.17
(d) Payables towards Capital Expenditure 696.24 168.29 38.63
(e) Others 3.58 1.82 ‐

(C) Fair value measurements

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

Fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are
observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement
date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

133
 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
The Company is of the belief that the carrying amounts of financial assets and financial liabilities recognised in the financial statements
approximate their fair values.
Assets and liabilities which are measured at amortised cost for which fair value are disclosed as at March 31, 2024
Amortised cost Level 1 Level 2 Level 3 Total
Financial assets
(a) Trade receivables 4,788.68 ‐ ‐ ‐ 4,788.68
(b) Cash and cash equivalents ‐ ‐ ‐ ‐ ‐
(c) Bank balance other than cash and cash equivalents 60.43 ‐ ‐ ‐ 60.43
(d) Loans to employees 1.75 ‐ ‐ ‐ 1.75
(e) Security and other deposits 0.62 ‐ ‐ ‐ 0.62
(f) Others 2.01 ‐ ‐ ‐ 2.01
Total financial assets 4,853.49 ‐ ‐ ‐ 4,853.49
Financial liabilities
(a) Borrowings 8,577.09 ‐ ‐ ‐ 8,577.09
(b) Trade payables 4,063.15 ‐ ‐ ‐ 4,063.15
(c) Employee Benefit payable 76.02 ‐ ‐ ‐ 76.02
(d) Payables towards Capital Expenditure 696.24 ‐ ‐ ‐ 696.24
(e) Others 3.58 ‐ ‐ ‐ 3.58
Total financial liabilities 13,416.08 ‐ ‐ ‐ 13,416.08

Assets and liabilities which are measured at amortised cost for which fair value are disclosed as at March 31, 2023
Amortised cost Level 1 Level 2 Level 3 Total
Financial assets
(a) Trade receivables 4,011.36 ‐ ‐ 4,011.36
(b) Cash and cash equivalents 6.52 ‐ ‐ 6.52
(c) Bank balance other than cash and cash equivalents 172.17 ‐ ‐ 172.17
(d) Loans to employees 3.18 ‐ ‐ 3.18
(e) Security and other deposits 0.62 ‐ ‐ 0.62
(f) Others 0.38 ‐ ‐ 0.38
Total financial assets 4,194.23 4,194.23
Financial liabilities
(a) Borrowings 7,744.77 ‐ ‐ 7,744.77
(b) Trade payables 2,371.73 ‐ ‐ 2,371.73
(c) Employee Benefit payable 13.20 ‐ ‐ 13.20
(d) Payables towards Capital Expenditure 168.29 ‐ ‐ 168.29
(e) Others 1.82 ‐ ‐ 1.82
Total financial liabilities 10,299.81 10,299.81

Assets and liabilities which are measured at amortised cost for which fair value are disclosed as at March 31, 2022
Amortised cost Level 1 Level 2 Level 3 Total
Financial assets
(a) Trade receivables 4,134.43 ‐ ‐ 4,134.43
(b) Cash and cash equivalents 446.56 ‐ ‐ 446.56
(c) Bank balance other than cash and cash equivalents 137.50 ‐ ‐ 137.50
(d) Loans to employees 6.88 ‐ ‐ 6.88
(e) Security and other deposits 33.43 ‐ ‐ 33.43
(f) Others 2.46 ‐ ‐ 2.46
Total financial assets 4,761.26 4,761.26
Financial liabilities
(a) Borrowings 7,854.05 ‐ ‐ 7,854.05
(b) Trade payables 3,317.47 ‐ ‐ 3,317.47
(c) Employee Benefit payable 86.17 ‐ ‐ 86.17
(d) Payables towards Capital Expenditure 38.63 ‐ ‐ 38.63
(e) Others ‐ ‐ ‐ ‐
Total financial liabilities 11,296.32 11,296.32

134
 Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

(D) Financial risk management objectives

The Company’s principal financial liabilities comprise borrowings, trade payables and other financial liabilities. The main purpose of these
financial liabilities is to support its operations. The Company’s principal financial assets include trade and other receivables and cash that are
derived directly from its operations.
The Company has exposure to the following risks arising from financial instruments:
▪ Credit risk ;
▪ Liquidity risk ; and
▪ Market risk
i. Risk management framework
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s primary risk

ii. Credit risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company’s receivables from customers. The Company is exposed to credit risk from its operating
activities (primarily trade receivables) and from its financing activities, including deposits with bank and other financial instruments.
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk
on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the
risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the
customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to
which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and
impairment that represents its estimate of incurred losses in respect of trade and other receivables.
Historical trends of impairment of trade receivables do not reflect any significant credit losses. The Company has further considered internal and
external sources of information, specifically having regard to the current macro economic conditions and the global health pandemic to assess
the impact on credit losses. Basis the information available as at the date of approval of these financial statements, the Company expects the
historical trend of minimal credit losses to continue.
Summary of the Company's exposure to credit risk by age of the outstanding from various customers is as follows:
As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022

Neither past due nor impaired 4,423.66 3,676.81 3,389.06

Past due but not impaired
Past due 1–90 days 364.55 313.37 747.94
Past due 91–180 days 0.53 4.66 1.62
Past due more than 180 days 3.08 21.30 ‐
4,791.82 4,016.14 4,138.62

Expected credit loss assessment for customers as at March 31, 2024 and March 31, 2023 and March 31, 2022
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected
credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Further, management believes that
the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive
analysis of customer credit risk.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

Balance as at April 01, 2021 13.02

Impairment loss recognised ‐
Amounts written back (8.83)
Balance as at March 31, 2022 4.19
Impairment loss recognised 0.59
Amounts written back ‐
Balance as at March 31, 2023 4.78
Impairment loss recognised ‐
Amounts written back (1.64)
Balance as at March 31, 2024 3.14

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks and financial institutions of Rs. nil (March 31, 2023 Rs. 6.52 lakhs and
March 31, 2022 Rs. 446.56 lakhs)
Other than trade and other receivables, the Company has no other financial assets that are past due.

135
Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

(E) Liquidity risk management

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity
risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risk to the Company’s reputation.

The Company has access to funds from group companies in the form of long/short term borrowings. The Company also has working capital
facilities from banks.

Exposure to liquidity risk

The table below analyses the Company's financial liabilities into relevant maturity groupings based on their contractual maturities for:

Contractual cash flows

Carrying More than
As at March 31, 2024 Total 1 year or less 1‐2 years 2‐5 years
amount 5 years
Borrowings (includes interest accrued) 8,577.09 8,577.09 6,967.18 1,028.62 581.29 ‐
Trade and other payables 4,063.15 4,063.15 4,063.15 ‐ ‐ ‐
Other financial liabilities 775.84 775.84 775.84 ‐ ‐ ‐

Contractual cash flows

Carrying More than
As at March 31, 2023 Total 1 year or less 1‐2 years 2‐5 years
amount 5 years
Borrowings (includes interest accrued) 7,744.77 7,744.77 3,639.72 3,766.89 338.16 ‐
Trade and other payables 2,371.73 2,371.73 2,371.73 ‐ ‐ ‐
Other financial liabilities 183.31 183.31 183.31 ‐ ‐ ‐

Contractual cash flows

Carrying More than
As at 31 March 2022 Total 1 year or less 1‐2 years 2‐5 years
amount 5 years
Borrowings (includes interest accrued) 7,854.05 7,854.05 4,354.05 ‐ 3,500.00 ‐
Trade and other payables 3,317.47 3,317.47 3,317.47 ‐ ‐ ‐
Other financial liabilities 124.80 124.80 124.80 ‐ ‐ ‐
Financing facilities
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022

Secured bank overdraft facility and working capital term loan reviewed
annually and payable at call:
‐ amount used 5,047.33 4,212.13 ‐
‐ amount unused 1,452.67 2,287.87 ‐
6,500.00 6,500.00 ‐

136
Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

(F) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates
and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk‐sensitive instruments as a result of
such adverse changes in market rates and prices. Market risk is attributable to all market risk‐sensitive financial instruments, all
foreign currency receivables and payables and all short term and long‐term debt. The Company is exposed to market risk primarily
related to foreign exchange rate risk, interest rate risk. Thus, the Company’s exposure to market risk is a function of investing and
borrowing activities and revenue generating and operating activities.

Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account and equity, where any
transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional
currency of the entity.
Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from
fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar (USD) and Euro (EUR), against
the functional currencies of the Company.

Exposure to currency risk

The summary quantitative data about the Company's exposure to currency risk as reported to the management of the Company is as
follows:
Particulars March 31, 2024 March 31, 2023 March 31, 2022
FC INR FC INR FC INR
Trade receivables
EUR 2,52,165 224.12 2,68,155 240.29 5,81,667 489.33
USD 15,82,970 1,311.97 15,13,195 1,244.15 18,24,202 1,382.29
Trade payables
EUR ‐ ‐ 18,291 16.39 2,88,522 242.72
USD 14,38,853 1,208.20 9,63,388 792.10 13,34,996 1,011.59

Net statement of financial position exposure

EUR (2,52,165) (224.12) (2,49,864) (223.90) (2,93,145) (246.61)
USD (1,44,118) (103.76) (5,49,807) (452.05) (4,89,206) (370.70)
Net exposure
EUR (2,52,165) (224.12) (2,49,864) (223.90) (2,93,145) (246.61)
USD (1,44,118) (103.76) (5,49,807) (452.05) (4,89,206) (370.70)
Sensitivity analysis
A 10% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in
increase or decrease in profit or loss and equity as shown in table below. This analysis assumes that all other variables, in particular
interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out
based on the exposures as of the date of statements of financial position.
Profit or loss Equity
Effect Strengthening Weakening Strengthening Weakening

March 31, 2024

EUR 22.41 (22.41) 22.41 (22.41)
USD 10.38 (10.38) 10.38 (10.38)
March 31, 2023
EUR 22.39 (22.39) 22.39 (22.39)
USD 45.21 (45.21) 45.21 (45.21)

March 31, 2022

EUR 24.66 (24.66) 24.66 (24.66)
USD 37.07 (37.07) 37.07 (37.07)

(Note: The impact is indicated on the profit / loss and equity before tax basis)

137
Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

(G) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company’s exposure to market risk for changes in interest rates relates to variable rate borrowings from related party.

Nominal amount
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Borrowings
Fixed rate borrowings 8,577.09 7,744.77 7,854.05
8,577.09 7,744.77 7,854.05
Interest rate sensitivity ‐ fixed rate instruments
The Company's fixed rate borrowings are carried at amortised cost. They therefore may not be materially subject to interest rate risk as
defined in IND AS 107.

40. As required under Rule 3(1) of the Companies (Accounts) Rules, 2014, the Company is required to use such accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has to be operated throughout
the year for all transactions recorded in the software and the audit trail feature has not to be tampered.
However, the Company has used accounting software which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software at the application level, except that no audit trail was
enabled at the database level for accounting software SAP to log any direct data changes as the same is maintained at HANA Database
which cannot be changed.

41. Exceptional item: For the year ended

March 31, 2024 March 31, 2023 March 31, 2022
During the quarter ended June 2021, on account of product rationalisation activities ‐ ‐ 1,782.00
of the Company, certain products manufactured by it and it’s related Technology,
Specifications, Brand Names and Customer Contracts (“Specified Assets”) were
transferred to Solvay Specialities India Private Limited for a consideration of Rs.
1,782 Lakhs. These specified assets were internally generated over a period of time
and hence, as per Ind AS, there was no cost attributable to these specified assets.
The entire consideration also being the gain on such transfer was shown as an
exceptional item. Further the tax liability of Rs. 488 Lakhs on this gain was
considered under 'Tax expenses' under the sub heading current tax.

42. Additional Regulatory Information

1) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”) with the understanding that the
Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received
any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in
other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

2) The Company has transactions and balances with struck off companies under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956 which are disclosed as follows:
Name of stuck off Nature of Transaction with Stuck off Balance Relationship with the Struck off
Company company outstanding company, if any, to be disclosed

Lloyds equities and Share holder 300 Shares held in Shareholder of the company
debentures Limited physical mode

3) The Company did not have any charges or satisfaction which were yet to be registered with ROC beyond the statutory period.

4) The Company did not have any transaction which had not been recorded in the books of account that had been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions
of the Income Tax Act, 1961).

5) The Company do not hold any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made
thereunder.

6) Monthly & Quarterly return (refer note 17) filed by the Company for borrowings from banks or financial institutions.

138
Sunshield Chemicals Limited
Restated Notes forming part of financial statements for the year
(Currency: Indian Rupees in Lakhs)

7) The Company has not granted any Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as
defined under Companies Act, 2013,) either severally or jointly with any other person.

8) The Company has not revalued any of its Property, Plant and Equipment during the year.

9) Title deeds of Immovable Property (free hold land) are held in name of the Company.

10) The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.
11) Corporate Social Responsibility Expenditure
Particulars March 31, 2024 March 31, 2023 March 31, 2022
a) Amount required to be spent by the company during the year 38.78 40.56 12.67
b) Surplus spent for previous financial year to be set off for the current financial year ‐ (2.20) ‐

c) Amount required to be spent in current year 38.78 38.36 12.67

d) Amount of expenditure Incurred 39.53 38.38 14.87
e) Shortfall at the end of the year ‐ ‐ ‐
f) Total of Previous years shortfall ‐ ‐ ‐
g) Reason for Shortfall NA NA NA
h) details of related party transactions, e.g., contribution to a trust controlled by the
company in relation to CSR expenditure as per relevant Accounting Standard.
i) where a provision is made with respect to a liability incurred by entering into a
contractual obligation, the movements in the provision during the year should be
shown separately.
Nature of CSR Activities:‐
i) School Renovation Project executed at village Ambole ‐ ‐ 9.00
ii) infrastructure support to Crematorium at village Rasal ‐ ‐ 4.97
iii) Promoting education ‐Organizing education fair 2.50 2.50 ‐
iv) Promoting education ‐Promotion of Road Safety ‐ 0.43 ‐
v) Promotion of rural sports, nationally recognised sports, paralympic sports and 4.39 1.50 ‐
olympic sports
vi) Environment sustainability ‐ Planation of native plants with safety system & 23.47 0.66 0.90
maintenance and construction of wall fencing
vii) Rural development and Environment Sustainability ‐ Development & ‐ 33.29 ‐
beautification of Pond at village Rasal
viii) Promotion of Education – Welfare activities of children with intellectual 0.25 ‐ ‐
disabilities
ix) Infrastructure support in village school 8.92 ‐ ‐

Total 39.53 38.38 14.87

For and on behalf of the Board of Directors

Sunshield Chemicals Limited

Jeet Malhotra Dr. Maya Parihar Malhotra

Managing Director & CEO Director
DIN: 07208234 DIN: 00302976

Ashish Agarwal Amit Kumashi

Chief Financial Officer Company Secretary
Place: Mumbai
Date: August 24, 2024

139
 SUNSHIELD CHEMICALS LIMITED
Regd. Office: 1501-A, Universal Majestic, P.L. Lokhande Marg, behind RBK International School, Chembur-West, Mumbai-400 043
Corporate Identity Number : L99999MH1986PLC041612
Phone No.25550126
E Mail : [email protected] Website: www.sunshieldchemicals.com

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2024
Rs. In Lakhs (except earnings per share)
Particulars Quarter ended Year ended
Sr.
June 30, 2024 Mar 31, 2024 June 30, 2023 Mar 31, 2024
No.
Unaudited Unaudited Unaudited Audited
1 Revenue from operations 7,796 8,553 6,668 28,338
2 Other income 30 35 48 148
3 Total Income (1+2) 7,826 8,588 6,716 28,486
4 Expenses
(a) Cost of materials consumed 5,340 5,809 4,499 18,752
(b) Purchase of stock-in-trade 327 537 - 537
Changes in inventories of finished goods and work-in-
(c) (49) (465) 87 (12)
progress
(d) Employee benefits expense 468 469 465 1,639
(e) Finance costs 204 210 191 779
(f) Depreciation 217 184 183 738
(g) Other expenses 940 987 750 3,379
Total expenses 7,447 7,731 6,175 25,812
5 Profit before tax (3-4) 379 857 541 2,674
6 Tax expense:
Current tax 80 265 144 756
Deferred tax (102) (7) 13 34
Total tax expense (22) 258 157 790
7 Profit for the period/ year (5-6) 401 599 384 1,884
8 Other Comprehensive Income
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligation
(11) (57) 5 (43)

Income tax related to items that will not be reclassified

3 16 (1) 12
to profit or loss
9 Total Comprehensive Income for the period/year (7+8) 393 558 388 1,853
10 Paid up equity share capital (face value of Rs.10/- each) 735 735 735 735
11 Other Equity 7,484
12 Earnings per equity share (of Rs. 10/- each) (not annualised
in quarters)
Basic and diluted 5.45 8.15 5.22 25.62

Notes :
1 The aforesaid financial results of Sunshield Chemical Limited (the "Company") were reviewed by the Audit Committee and
subsequently approved by the Board of Directors of the Company at its meeting held on August 09, 2024. The Statutory Auditors have
carried out a Limited Review and expressed an unmodified opinion on the aforesaid results.
2 The aforesaid financial results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as
prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015
and relevant amendment rules thereafter.

3 The Company's management, pursuant to Ind AS 108 - Operating Segments, has concluded that the Company has only one reportable
segment which is Speciality Chemicals. Accordingly, no separate disclosures of segment information have been made.
4 The figures for the quarter ended March 31, 2024 are the balancing figures between the audited figures in respect of full financial year
and the published year to date figures upto the third quarter of the respective financial years.

For and on behalf of the Board of Directors

SUNSHIELD CHEMICALS LIMITED

Jeet Malhotra
Place: Mumbai Managing Director & CEO
Date: August 09, 2024 DIN: 07208234
140
141
142
 SUNSHIELD CHEMICALS LIMITED
Regd. Office: 1501-A, Universal Majestic, P.L. Lokhande Marg, behind RBK International School, Chembur-West, Mumbai-400 043
Corporate Identity Number : L99999MH1986PLC041612
Phone No.25550126
E Mail : [email protected] Website: www.sunshieldchemicals.com

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2024
Rs. In Lakhs (except earnings per share)
Particulars Quarter ended Year ended
Sr.
June 30, 2024 Mar 31, 2024 June 30, 2023 Mar 31, 2024
No.
Unaudited Unaudited Unaudited Audited
1 Revenue from operations 7,796 8,553 6,668 28,338
2 Other income 30 35 48 148
3 Total Income (1+2) 7,826 8,588 6,716 28,486
4 Expenses
(a) Cost of materials consumed 5,340 5,809 4,499 18,752
(b) Purchase of stock-in-trade 327 537 - 537
Changes in inventories of finished goods and work-in-
(c) (49) (465) 87 (12)
progress
(d) Employee benefits expense 468 469 465 1,639
(e) Finance costs 204 210 191 779
(f) Depreciation 217 184 183 738
(g) Other expenses 940 987 750 3,379
Total expenses 7,447 7,731 6,175 25,812
5 Profit before tax (3-4) 379 857 541 2,674
6 Tax expense:
Current tax 80 265 144 756
Deferred tax (102) (7) 13 34
Total tax expense (22) 258 157 790
7 Profit for the period/ year (5-6) 401 599 384 1,884
8 Other Comprehensive Income
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligation
(11) (57) 5 (43)

Income tax related to items that will not be reclassified

3 16 (1) 12
to profit or loss
9 Total Comprehensive Income for the period/year (7+8) 393 558 388 1,853
10 Paid up equity share capital (face value of Rs.10/- each) 735 735 735 735
11 Other Equity 7,484
12 Earnings per equity share (of Rs. 10/- each) (not annualised
in quarters)
Basic and diluted 5.45 8.15 5.22 25.62

Notes :
1 The aforesaid financial results of Sunshield Chemical Limited (the "Company") were reviewed by the Audit Committee and
subsequently approved by the Board of Directors of the Company at its meeting held on August 09, 2024. The Statutory Auditors have
carried out a Limited Review and expressed an unmodified opinion on the aforesaid results.
2 The aforesaid financial results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as
prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015
and relevant amendment rules thereafter.

3 The Company's management, pursuant to Ind AS 108 - Operating Segments, has concluded that the Company has only one reportable
segment which is Speciality Chemicals. Accordingly, no separate disclosures of segment information have been made.
4 The figures for the quarter ended March 31, 2024 are the balancing figures between the audited figures in respect of full financial year
and the published year to date figures upto the third quarter of the respective financial years.

For and on behalf of the Board of Directors

SUNSHIELD CHEMICALS LIMITED

Jeet Malhotra
Place: Mumbai Managing Director & CEO
Date: August 09, 2024 DIN: 07208234
143
 CAPITALISATION STATEMENT

The following table sets forth the capitalisation statement of our Company as of March 31, 2024, on the basis of
the Restated Audited Financial Statements and as adjusted for the Issue.

(₹ in Lakhs)
Particulars Pre - Issue as on March 31, As Adjusted for the Issue
2024
Total Borrowings
Non-current borrowings (A) * 1609.91 [●]
Current borrowings (B) 6937.42 [●]
Total Borrowings C= (A+B) 8547.33 [●]
Total Equity
Equity Share Capital (D) 735.31 [●]
Other Equity (E) 7483.71 [●]
Total Equity F= (D+E) 8219.02 [●]
Non-Current Borrowings / Total Equity 0.19 [●]
(A/F)
Total Borrowings / Total Equity (C/F) 1.04 [●]
Note:
* These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).

144
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with
Our Restated Audited Financial Statements for the financial years ended March 31, 2024, March 31, 2023 and
March 31, 2022 included in this Draft Letter of Offer, prepared in accordance with the Companies Act and Indian
Accounting Standard (Ind AS) and restated in accordance with the SEBI ICDR Regulations, including the
schedules, annexure and notes thereto and the reports thereon, included in the Chapter titled- "Restated Financial
Information" beginning on page 98 of this Draft Letter of Offer. Unless otherwise stated, the financial
information used in this chapter is derived from the Audited Financial Statements of our Company.

Our Company’s Financial Year commences on April 01 and ends on March 31 of the following year, so all
references to a particular Financial Year or Fiscal are to the twelve months ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to
Sunshield Chemicals Limited, our Company.

Some of the information in the following discussion, including information with respect to our plans and
strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section
“Forward-Looking Statements” on page 17 for a discussion of the risks and uncertainties related to those
statements. Our actual results may differ materially from those expressed in or implied by these forward-looking
statements. Also, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Significant Factors Affecting our Results of Operations” on pages 22 and 145,
respectively, for a discussion of certain factors that may affect our business, financial condition or results of
operations.

Overview

Our company was incorporated as "Sunshield Chemicals Private Limited" on November 19, 1986, as a private
limited company under the companies Act, 1956, and was granted the certificate of incorporation by the RoC,
Mumbai. Consequent upon the conversion of the company into public limited company our name was changed to
"Sunshield Chemicals Limited" on May 28, 1992. We got listed on the BSE in 1995. The majority stake in our
company was acquired by Indus Petrochem Limited in 2021.

We are engaged in the manufacturing of, specialty chemicals, which comprise of low volume high value chemicals
with specific applications, which constitute a part of the Indian chemical industry and are targeted towards specific
end-use applications. They are produced by a complex, interlinked industry and comprise of products that are sold
based on their performance and function, rather than their composition.

Our Key Products

Our products include;

• Specialty surfactants (Ethylene Oxide based Ethoxylates and Propoxylates),
• Anti-oxidants,
• THEIC (Tris 2-Hydroxyethyl Isocyanurate),
• Urea Formaldehyde Resin (BC-700) and
• HQEE (Hydroquinone bis(2-hydroxyethyl) Ether).

They are available in a variety of forms, including noodles, powder, flakes, and liquid and find applications across
diverse sectors including industrial applications, paints and coatings, home and personal care and agrochemicals.
For further details, please refer section titled “Our Business” on page 75 of this Draft Letter of Offer.

Significant Factors that may affect our Results of Operation

Our business is subjected to various risks and uncertainties, including those discussed in the section titled
“Risk Factor” beginning on page 22 of this Draft Letter of Offer. Our results of operations and financial
conditions are affected by numerous factors including the following:

145
• Global Economic Volatility: The ongoing global economic uncertainty, driven by factors such as
geopolitical tensions and inflation, poses a significant risk to our operations, particularly in terms of
export demand.
• Intensified Competition: The Indian specialty chemicals sector is becoming increasingly competitive,
with both new entrants and existing players expanding their product portfolios. This competitive
landscape demands continuous innovation and a focus on customer retention.
• Raw Material Price Volatility: Fluctuations in the prices of key raw materials, such as ethylene oxide,
can significantly impact our profit margins, requiring adjustments in pricing strategies or sourcing
alternatives.
• Supply Chain Disruptions: The global supply chain is subject to disruptions, which can impact the
availability and cost of raw materials and finished goods. This requires us to proactively manage our
supply chain to ensure production and delivery continuity.
• Evolving Regulatory Landscape: The chemical industry is subject to stringent regulations and evolving
environmental standards. Maintaining compliance with these regulations requires continuous investment
in technology, processes, and procedures, which can be costly.
• Any adverse changes in central or state government policies: Changes in regulations or policies by the
government can impact business operations, resulting in increased costs or restrictions affecting
profitability.
• Our ability to attract and retain qualified personnel: The availability of skilled workforce is crucial to
maintaining operational efficiency; difficulties in hiring or retaining talent could adversely impact
performance.
• Market fluctuations and industry dynamics beyond our control: Market volatility, shifts in demand, and
changes in industry trends can affect sales and profitability unpredictably.
• Conflict of interest with our promoter and other related parties: Conflicts of interest can lead to decisions
that might not align with the company’s best interests, potentially affecting operational outcomes.
• Changes in political and social conditions in India or in countries that we may enter: Political instability
or adverse social conditions in key markets can disrupt operations and affect business prospects.
• The monetary and interest rate policies of India and other countries: Fluctuations in monetary policy
and interest rates can impact borrowing costs, capital availability, and overall financial performance.
• Changes in the value of the Indian rupees and other currencies: Currency fluctuations can affect the cost
of imports, exports, and financial performance, particularly for businesses with significant foreign
exchange exposure.
• Experiencing any type of pandemic situation: Pandemic conditions can disrupt supply chains, reduce
demand, and lead to operational shutdowns, severely impacting our business performance.
• Dependence on demand from end-user industries: A decline in demand from industries that rely on our
products could reduce sales volumes and profitability.
• Cost and availability of raw materials: Increases in raw material costs or supply shortages can raise
production costs and squeeze profit margins.
• Competition and pricing pressure: Intense competition and downward pricing pressure can erode
margins, impacting profitability.
• Sales volume and demand from key customers: Loss of key customers or a reduction in their demand can
significantly affect revenue and business stability.
• Expansion of our total installed production capacity: Delays or issues with capacity expansion can
hinder our ability to meet growing demand, impacting revenue growth.
• R&D: Investment in research and development is critical for innovation; insufficient R&D could hamper
product competitiveness and market positioning.

Significant Accounting Policies

The accounting policies have been applied consistently to the periods presented in the Restated Audited Financial
Statements for the Fiscals 2024, 2023 and 2022. For details of our significant accounting policies, please refer
section titled “Financial Information ”on page 98 of this Draft Letter of Offer.

Reservations, Qualifications and Adverse remarks

For details, see section titled “Financial Information” on page 98 of this Draft Letter of Offer.

146
Our Results of Operations

The following table sets forth a breakdown of our results of operations and each item as a percentage of our total
revenue for the periods indicated.

(Currency: Indian Rupees in Lakhs)

Particulars For the (% of For the (% of For the (%of
year Total year Total year Total
ended income) ended income) ended income)
March 31, March 31, March
2024 2023 31, 2022
Income
Revenue from 28,337.54 99.48% 24,476.00 99.26% 24,400.42 99.71%
operations
Other income 148.04 0.52% 181.62 0.74% 70.52 0.29%
Total income 28,485.58 100.00% 24,657.62 100.00% 24,470.94 100.00%
Expenses
Cost of materials 18,752.22 65.83% 16,980.86 68.87% 17,266.53 70.56%
consumed
Purchases of stock-in- 537.21 1.89% - - - -
trade
Changes in (12.37) (0.04) (360.07) (1.46) (327.88) (1.34)
inventories of work-in
progress and finished
goods
Employee benefits 1,638.59 5.75% 1,313.76 5.33% 922.77 3.77%
expense
Finance costs 779.08 2.73% 744.27 3.02% 478.30 1.95%
Depreciation and 738.01 2.59% 644.94 2.62% 580.57 2.37%
amortisation expense
Other expenses 3,378.50 11.86% 3,425.66 13.89% 3,415.05 13.96%
Total expenses (IV) 25,811.24 90.61% 22,749.42 92.26% 22,335.34 91.27%

Profit before 2,674.34 9.39% 1,908.20 7.74% 2,135.60 8.73%

exceptional item and
tax
Exceptional item - - - - 1782.00 7.28%
(refer note 41)
Profit before tax 2,674.34 9.39% 1,908.20 7.74% 3,917.60 16.01%
Income Tax expense
Current tax 755.63 2.65% 480.67 1.95% 682.94 2.79%
Deferred tax 34.04 0.12% 69.36 0.28% 487.14 1.99%
Prior year tax -
adjustment (net of
- - (7.94) (0.03) -
MAT credit of earlier
year)
Total tax expense 789.67 2.77% 542.09 2.20% 1,170.08 4.78%
Profit for the year 1,884.67 6.62% 1,366.11 5.54% 2,747.52 11.23%
Other
comprehensive
income
Items that will not be
reclassified to profit
or loss
Remeasurements of (42.65) (0.15) 19.20 0.08% 7.55 0.03%
post-employment
benefit

147
 Particulars For the (% of For the (% of For the (%of
year Total year Total year Total
ended income) ended income) ended income)
March 31, March 31, March
2024 2023 31, 2022
Income tax relating to 12.42 0.04% (5.59) (0.02) (2.10) (0.01)
this item
Total other (30.23) (0.11) 13.61 0.06% 5.45 0.02%
comprehensive
income for the year,
net of tax
Total comprehensive 1,854.44 6.51% 1,379.72 5.60% 2,752.97 11.25%
income for the year
Earnings per equity
share (face value of
Rs. 10/- each)
i) Earnings Per
Share (before
exceptional items)
Basic earnings per 25.63 0.09% 18.58 0.08% 13.13 0.05%
share (in Rupees)
Diluted earnings per 25.63 0.09% 18.58 0.08% 13.13 0.05%
share (in Rupees)
ii) Earnings Per
Share (after
exceptional items)
Basic earnings per 25.63 0.09% 18.58 0.08% 37.37 0.15%
share (in Rupees)
Diluted earnings per 25.63 0.09% 18.58 0.08% 37.37 0.15%
share (in Rupees)

Principal components of our statement of profit and loss account

The following descriptions set forth information with respect to the key components of the Restated Audited
Financial Statements for the Fiscals 2024, 2023 and 2022.

Income

Our revenue comprises of:

• Revenue from operations

Our revenue from operations is predominantly from sale of finished goods (specialty chemicals) and
traded goods, sale of processing charges services and other operating revenue comprising of scrap
sales and duty drawback.

• Other Income

Other income comprises of interest income on bank deposits, profit on sale of property plant and
equipment, provisions which are not required and are written back and net exchange differences.

Expenses

Our expenses comprise of:

• Cost of materials consumed

Cost of raw materials and packaging materials that are consumed.

148
• Purchases of stock-in trade

• Changes in inventories of work-in progress and finished goods

• Employee benefits expenses

This comprises of salaries and wages, contribution to provident and other funds and staff welfare
expenses.

• Finance costs

Finance costs include interest on bank overdrafts and loans, interest on loans from related parties and
other borrowing costs.

• Depreciation and amortization expense

This includes depreciation on property, plant and equipment and amortization of intangible assets.

• Other Expenses

The expenses under here include consumption of stores and spare parts, power and fuel, effluent
treatment charges, sub-contract charges, freight and forwarding expenses, repairs and maintenance,
plant and machinery, rent, insurance, rates and taxes, loss on assets sold/discarded/written off, legal
and professional fees, service charges and computer maintenance, travelling and conveyance,
communication expenses, printing and stationary, directors sitting fees, payments to auditors,
provision to doubtful trade receivables, CSR and miscellaneous expenses

Comparison on the Results of Operation

Fiscal 2024 compared to Fiscal 2023

Total Income

Our total income for the Fiscal 2024 was ₹ 28,485.58 lakhs as compared to ₹ 24,657.62 lakhs for the Fiscal
2023, representing an increase of 15.52%. This increase is mainly attributed to addition of new product
specifications and addition of new customers.

Total revenue comprises of:

• Revenue from operations

Our revenue from operations for the Fiscal 2024 was ₹ 28,337.54 lakhs as compared to ₹ 24,476
lakhs for the Fiscal 2023, representing an increase of 15.78%. This increase is mainly attributed to
addition of new product specifications and addition of new customers.

• Other Income

Our other income for the Fiscal 2024 was ₹ 148.04 lakhs as compared to ₹ 181.62 lakhs for the Fiscal
2023, representing a decrease of 18.49%. The reduction is mainly attributed to reduction in foreign
exchange gain due to increase in foreign currency rate.

Expenses

Our total expenditure for the Fiscal 2024 was ₹ 25,811.24 lakhs as compared to ₹ 22,749 lakhs for the Fiscal
2023, representing an increase of 13.46%. This increase is predominantly attributed to the increase in Sales.

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Expenses comprise of:

• Cost of materials consumed

Our cost of materials consumed for the Fiscal 2024 was ₹ 18,752.22 lakhs as compared to ₹ 16,980.86
lakhs for the fiscal 2023, representing an increase of 10.43%. The increase is primarily due increase
in Sales.

• Changes in inventories of work-in progress and finished goods

Our Changes in inventories of work-in progress and finished goods for the Fiscal 2024 were ₹ (12.37)
lakhs as compared to ₹ (360.07) lakhs for the fiscal 2023, representing an increase of 96.56%. The
increase is primarily due to increase in Sales.

• Employee benefits expenses

Our employee benefits expenses for the fiscal 2024 were ₹ 1,638.59 lakhs as compared to ₹ 1313.76
lakhs for the fiscal 2023, representing an increase of 24.73%. The increase is primarily due to salary
increment and increase in number of employees.

• Finance costs

Our Finance costs for the fiscal 2024 were ₹ 779.08 lakhs as compared to ₹ 744.27 lakhs for the fiscal
2023, representing an increase of 4.68%. The increase is primarily due to increase in loans and
interest rates.

• Depreciation and amortization expense

Our depreciation and amortization expense for the fiscal 2024 were ₹ 738.01 lakhs as compared to ₹
644.94 lakhs for the fiscal 2023, representing an increase of 14.43 %. The increase is primarily due
to additional capitalization during the year.

• Other Expenses

Our other expenses for fiscal 2024 were ₹ 3378.50 lakhs as compared to ₹ 3425.66 lakhs for the fiscal
2023, representing a decrease of 1.38 %. The decrease is primarily due to reduction in retirement of
fixed assets.

• Tax expenses

Our total tax expense for the fiscal 2024 were ₹ 789.67 lakhs as compared to ₹ 542.09 lakhs for the
fiscal 2023, representing an increase of 45.67 %. The increase is primarily due to increase in profit
before tax.

• Profit / (Loss) after tax (Net Profit)

Our profit after tax for fiscal 2024 was ₹ 1884.67 lakhs as compared to ₹ 1366.11 lakhs for the fiscal
2023, representing an increase of 37.96 %. The increase is primarily due to increase in revenue and
margin.

Fiscal 2023 compared to Fiscal 2022

Total Income

Our total income for the Fiscal 2023 was ₹ 24,657.62 lakhs as compared to ₹ 24,470.94 lakhs for the Fiscal 2022,

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representing an increase of 0.76 %. This increase is mainly attributed to foreign exchange gain and sale of product.

Total revenue comprises of:

• Revenue from operations

Our revenue from operations for the Fiscal 2023 was ₹ 24,476 lakhs as compared to ₹ 24,400.42 lakhs
for the Fiscal 2022, representing an increase of 0.31 %. This increase is mainly attributed to sale of
product.

• Other Income

Our other income for the Fiscal 2023 was ₹ 181.62 lakhs as compared to ₹ 70.52 lakhs for the Fiscal
2022, representing an increase of 157.54 %. The increase is mainly attributed to the foreign exchange
gain.

Expenses

Our total expenditure for the Fiscal 2023 was ₹ 22,749.42 lakhs as compared to ₹ 22,335.34 lakhs for the Fiscal
2022, representing an increase of 1.85 %. This increase is predominantly attributed to the increase in Sales value.

Expenses comprise of:

• Cost of materials consumed

Our cost of materials consumed for the Fiscal 2023 was ₹ 16,980.86 lakhs as compared to ₹ 17,266.53
lakhs for the fiscal 2022, representing a decrease of 1.65 %. The decrease is primarily due decrease
in Sales volume.

• Changes in inventories of work-in progress and finished goods

Our Changes in inventories of work-in progress and finished goods for the Fiscal 2023 were ₹
(360.07) lakhs as compared to ₹ (327.88) lakhs for the fiscal 2022, representing a decrease of 9.82%.
The decrease is primarily due to decrease in Sales volume.

• Employee benefits expenses

Our employee benefits expenses for the fiscal 2023 were ₹ 1313.76 lakhs as compared to ₹ 922.27
lakhs for the fiscal 2022, representing an increase of 42.37 %. The increase is primarily due to
increase in number of employees.

• Finance costs

Our Finance costs for the fiscal 2023 were ₹ 744.27 lakhs as compared to ₹ 478.3 lakhs for the fiscal
2022, representing an increase of 55.61 %. The increase is primarily due to increase in loans and
interest rates.

• Depreciation and amortization expense

Our depreciation and amortization expense for the fiscal 2023 were ₹ 644.94 lakhs as compared to ₹
580.57 lakhs for the fiscal 2022, representing an increase of 11.09 %. The increase is primarily due to
increase in loans and interest rates.

• Other Expenses

Our other expenses for fiscal 2023 were ₹ 3425.66 lakhs as compared to ₹ 3415.05 lakhs for the fiscal
2022, representing an increase of 0.31 %. The increase is marginal.

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• Tax expenses

Our total tax expense for the fiscal 2023 was ₹ 542.09 lakhs as compared to ₹ 1170.08 lakhs for the fiscal
2022, representing a decrease of 53.67 %. The decrease is primarily due to tax on exceptional income
for the fiscal year 2022.

• Profit / (Loss) after tax (Net Profit)

Our profit after tax for fiscal 2023 was ₹ 1366.11 lakhs as compared to ₹ 2747.52 lakhs for the fiscal
2022, representing a decrease of 50.28 %. The decrease is primarily due to tax on exceptional income
for the fiscal year 2022.

Cash Flows

The following table sets forth certain information relating to our cash flows with respect to operating activities,
investing activities and financing activities for the periods indicated:
(Currency: Indian Rupees in Lakhs)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Net cash from/ (used in) operating activities 4206.91 1411.53 3297.02
Net cash from/ (used in) investing activities (4033.13) (852.78) (1711.69)
Net cash from/ (used in) financing activities (1050.54) (1055.59) (855.93)
Net increase/ (decrease) in cash and cash (876.76) (496.84) 729.40
equivalents
Cash and cash equivalents at the beginning of (50.28) 446.56 (282.85)
the year/period
Cash and cash equivalents at year/period end (927.04) (50.28) 446.55

Operating activities

Net cash from operating activities for the year ended March 31, 2024 was ₹ 4206.91 lakhs as compared to ₹ 1411.53
lakhs of previous year. This increase is mainly on account of reduction in working capital and increase in
profit.

Net cash from operating activities for the year ended March 31, 2023 was ₹ 1411.53 lakhs as compared to ₹ 3297.02
lakhs of previous year. This decrease is mainly on account of increase in working capital and decrease in profit
due to the exceptional income of ₹ 1782 lakhs in the previous year.

Investing activities

Investing activities comprises of payments for property, plant and equipment, capital work-in-progress proceeds
from disposal of property, plant and equipment and Investment in fixed deposits with banks. (under lien).

Net cash utilized in investing activities for the year ended March 31, 2024 was ₹ 4033.13 lakhs. This was
predominantly on account of ₹ 4144.87 lakhs towards payments for property, plant and equipment

Net cash utilized in investing activities for the year ended March 31, 2023 was ₹ 852.78 lakhs. This was
predominantly on account of ₹ 821.10 lakhs towards payments for property, plant and equipment and capital work-
in-progress.

Net cash utilized in investing activities for the year ended March 31, 2022 was ₹ 1711.69 lakhs. This was
predominantly on account of ₹ 1634.19 lakhs towards payments for property, plant and equipment and capital
work-in-progress.

Financing activities

Financing activities comprises of borrowings taken, repayment of borrowings, interest paid and dividend paid.

152
Net cash used in financing activities for the year ended March 31, 2024 was ₹ 1050.54 lakhs. This was
predominantly on account of interest paid of ₹ 781.96 lakhs.

Net cash used in financing activities for the year ended March 31, 2023 was ₹ 1055.59 lakhs. This was
predominantly on account of repayment of borrowings of ₹ 4574.97 lakhs.

Net cash used in financing activities for the year ended March 31, 2022 was ₹ 855.93 lakhs. This was
predominantly on account of repayment of borrowings of ₹ 12,100 lakhs.

Variation in Net Profit after Tax:

The following table sets forth certain information relating to our Net Profit based on restated consolidated financial
statement for the Fiscal ended 2024, 2023 and 2022 as follows:
(Currency: Indian Rupees in Lakhs)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Net (loss) / profit after tax 1884.67 1366.11 2747.52

Fiscal 2024 compared to Fiscal 2023

Profit after tax for the Fiscal 2024 was ₹ 1884.67 lakhs as compared to a profit after tax of ₹ 1366.11 lakhs for
the Fiscal 2023, representing increase in profit by 37.96% due to mainly in increase in revenue and margin.

Fiscal 2023 compared to Fiscal 2022

Profit after tax for the Fiscal 2023 was ₹ 1366.11 Lakhs as compared to a profit after tax of ₹ 2747.52 Lakhs for
the Fiscal 2022, representing decrease in profit by 50.28% due to increase in expenses and exceptional income
for the fiscal year 2022.

Contingent liabilities

The following table sets forth certain information relating to our contingent liabilities

(Currency: Indian Rupees in Lakhs)

Sr. Particulars Fiscal Fiscal Fiscal
No. 2024 2023 2022
Claims against the Company not acknowledged as debt
1 Sales Tax Matters
Demand notices issued by Sales Tax Department for which the 446.81 508.76 508.76
Company has preferred appeal
2 Income Tax Matters
Demand notices issued by Income Tax Department for which 20.75 - -
the Company has preferred appeal

Off-Balance Sheet Arrangements

We do not have any other off-balance sheet arrangements or other relationships with any entities, such as special
purpose vehicles, that have been established for the purposes of facilitating off-balance sheet arrangements.

Capital Expenditure

Capital expenditure is incurred mainly towards purchase property, plant and equipment and capital work-in-
progress.

Qualitative Disclosure about Market Risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse

153
changes in market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of
market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is
attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and
all short term and long-term debt.

Total Debt

For details of our borrowings, please see section titled “Financial Statements” on page 98 of this Draft letter of
offer.

Known trends or uncertainties that have or are expected to have a material adverse impact on sales,
revenue or income from continuing operations

Other than as described in the section titled “Risk Factors” and chapter titled “Management's Discussion and
Analysis of Financial Conditions and Results of Operations” beginning on pages 22 and 145, respectively, to
our knowledge there are no known trends or uncertainties that have or are expected to have a material adverse
impact on our income from continuing operations.

Unusual or Infrequent Events or Transactions

Except as described elsewhere in this Draft letter of offer, there have been no unusual or infrequent events or
transactions including unusual trends on account of business activity, unusual items of income, change of
accounting policies and discretionary reduction of expenses.

Significant economic/regulatory changes

Government policies governing the sector in which we operate as well as the overall growth of the Indian economy
has a significant bearing on our operations. Major changes in these factors can significantly impact income from
continuing operations.

There are no significant economic changes that have materially affected our Company’s operations or are likely
to affect income except as mentioned in the section titled “Risk Factors” on page 22.

Except as disclosed in this Draft letter of offer, to our knowledge, there are no significant regulatory changes that
materially affected or are likely to affect our income from continuing operations.

Other than as described in the section titled “Risk Factors” and chapter titled “Management’s Discussion and
Analysis of Financial Conditions and Results of Operations” beginning from pages 22 and 145, respectively,
and elsewhere in this Draft letter of offer, there are no known factors to our knowledge which would have a
material adverse impact on the relationship between costs and income of our Company. Our Company’s future
costs and revenues will be determined by demand/supply situation and government policies.

The extent to which the material impact increases in net sales or revenue is based on the increased sales volume,
introduction of new products or services or increased sales prices.

The Increase in revenues is by and large linked to increase in sale of units of our existing portfolio of products,
introduction of new categories under existing brands and addition to new distribution channels.

Competitive Conditions

We expect competition in the sector from existing and potential competitors to vary. However, on account of our
core strengths like diverse product portfolio, extensive industry experience we are able to stay competitive. For
further details, kindly refer the chapter titled “Our Business” beginning from page 75 of this Draft letter of offer.

Total Turnover of Each Major Business Segment

We operate only in one business segment namely Specialty Chemicals.

154
New Product or Business Segment

Except as disclosed in “Our Business” on page 75, we have not announced and do not expect to announce in the
near future any new products or business segments.

Significant dependence on a Single or Few Suppliers or Customers

Other than as described in this Draft letter of offer, particularly in sections “Risk Factors” on page 22, to our
knowledge, there is no significant dependence on a single or few customers or suppliers.

Related party transactions

For details of Related Party Transactions in Fiscal years 2024, 2023 and 2022, please see the “Related Party
Disclosure” in section titled “Financial Information” at page 128 of this Draft letter of offer.

Subsidiary Company

We do not have any subsidiaries.

Significant Developments since last balance sheet date

Except as disclosed above and in this Draft letter of offer, including under “Our Business” and “Risk Factors”
on pages 75 and 22 respectively, to our knowledge no circumstances have arisen since March 31, 2024, the date
of the last financial information disclosed in this Draft letter of offer which materially and adversely affect or are
likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities
within the next 12 months.

155
 MARKET PRICE INFORMATION

Our Company’s Equity Shares have been listed and actively being traded on BSE from July 22, 1995.

A. The following tables set out the reported high, low and average of the closing prices of our Equity Shares
on the BSE and number of Equity Shares traded on the days on which such high and low prices were
recorded for, and the volume of Equity Shares traded in, the Fiscals 2024, 2023 and 2022:

BSE
(₹ for turnover in Lakhs)
Fiscal High Date of High No. of Total Low Date of Low No. of Total Average No. of
Year (₹) Equity turnover (₹) Equity turnover price trading
Shares of Equity Shares of Equity for the days in
traded Shares traded Shares year (₹) the
on date traded on on date traded period
of high date of of low on date
high (₹) of low (₹)

Fiscal 2024 1048 February 9, 2024 12,472 1,18,19,015 521.1 May 25, 2023 2,891 15,50,520 791.015 246
Fiscal 2023 748.3 April 21, 2022 13,551 99,33,396 378 June 20, 2022 20, 809 83,11,568 543.99 249
Fiscal 2022 699 March 30, 2022 42,150 2,82,56,596 193.05 April 01, 2021 7,444 14,88,695 366.59 248
(Source: www.bseindia.com)
1. High, low and average prices are based on the daily closing prices.
2. In the case of a year, average represents the average of the closing prices of all trading days of each year presented.
3. In case of two days with the same high or low price, the date with the higher volume has been chosen.

B. The following tables set out the reported high and low and average of the closing prices of our Equity
Shares recorded on the BSE and the number of Equity Shares traded on the days on which such high and
low prices were recorded and the volume of Equity Shares traded in each of the last six months:

The high and low prices and volume of Equity Shares traded on the respective date on the BSE during
the last six months preceding the date of filing of this Draft Letter of Offer are as follows:

BSE
(₹ for turnover in Lakhs)
Month High (₹) Date of No. of Total Low Date of No. of Total Avera
High Equity turnover of (₹) Low Equity turnover of ge No. of
Shares Equity Shares Equity price trading
traded Shares traded Shares for the days in
on traded on on date traded on month the
date of date of high of low date of low (₹) period
high (₹) (₹)
September, 1,015 September 2,484 24,29,156 896.5 September 20,471 1,94,27,175 943.62 20
2024* 16, 2024 13, 2024
August 1,125 August 02, 5,092 55,20,374 895 August 23, 2,4236 2,29,00,589 968.63 21
2024 2024 2024
July, 2024 1,113 July 01, 25,515 2,71,10,471 917.7 July 23, 1,438 13,71,236 1029 22
2024 2023
June, 2024 1076.45 June 28, 77,530 8,09,43,358 829.95 June 04, 6,020 51,65,805 930.80 19
2024 2024
May, 2024 955 May 28, 4,234 38,83,768 730.2 May 13, 1,390 10,38,725 844.19 22
2023 2024
April, 2024 888.65 April 26, 2,367 20,42,058 732.5 April 15, 1,538 11,70,696 801.18 20
2024 2024
March 2024 899.8 March 06, 701 61,2041 753 March 14, 1,953 15,99,516 830.40 19
2024 2024
(Source: www.bseindia.com)
1. High, low and average prices are based on the daily closing prices.
2. In the case of a month, average represents the average of the closing prices of all trading days of each month presented.
3. In case of two days with the same high or low price, the date with the higher volume has been chosen.
4. The data for the month of September, 2024 is taken upto the last trading day before filing of the Draft Letter of Offer i.e.,
September 27, 2024

The Board of our Company has approved the Issue at their meeting held on August 09, 2024. The high
and low prices of our Company’s shares as quoted on the BSE on August 12, 2024, the day on which the

156
trading happened immediately following the date of the Board meeting is as follows:

Date Volume (No of equity Shares) High Price (₹) Low price (₹)
BSE
August 12, 2024 2,737 989.95 934.9
(Source: www.bseindia.com)

The closing market price of the Equity Shares as on one day prior* to the date of this Draft Letter of Offer
was ₹ 920.20 on the BSE. The Issue Price is ₹ [•] per Rights Equity Share (including a premium of ₹[•]
per Equity Shares).

157
 SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Our Company is subject to various legal proceedings from time to time, primarily arising in the ordinary course
of business.

Except as disclosed below, there are no outstanding litigations with respect to the (i) issues of moral turpitude or
criminal liability on the part of our Company; (ii) material violations of statutory regulations by our Company;
(iii) economic offences where proceedings have been initiated against our Company; and (iv) any pending matters
including civil litigation and tax proceedings, which if they result in an adverse outcome, would materially and
adversely affect our operations or our financial position.

In relation to point (iv) above, our Board of Directors vide a resolution dated August 11, 2023 , has considered
and adopted a ‘Policy for Determining Material Events and Information’, framed in accordance with Regulation
30 of the SEBI Listing Regulations (“Materiality Policy”). In terms of the Materiality Policy, any outstanding
litigations, involving our Company, whose total monetary impact is equivalent to or exceeds the lower of the
following:

a) 2% of turnover, as per the last audited financial statements of our Company;

b) 2% of net worth, as per the last audited financial statements of our Company, except in case the
arithmetic value of the net worth is negative; and
c) 5% of the average of absolute value of profit or loss after tax, as per the last three audited consolidated
financial statements of our Company.

Since points (a) and (b) above are not applicable, accordingly, all outstanding litigation (including civil and tax
proceedings), involving our Company whose monetary impact is equivalent to or in excess of 2% of net worth, as
per the last audited financial statements of our Company, which is determined to be ₹ 164 lakhs have been
disclosed in this section.

Additionally, it is clarified that pre-litigation notices received by our Company from third parties (excluding those
notices issued by statutory or regulatory or governmental authorities) shall not be evaluated for materiality until
such time our Company is impleaded as a defendant in litigation proceedings before any judicial forum.

Unless stated to the contrary, the information provided below is as of the date of this Draft Letter of Offer. All
terms defined in a particular litigation disclosure below are for that particular litigation only.

I. Litigation involving our Company

A. Litigation filed against our Company

1. Criminal proceedings

Arun Mahadeo Khade v. Sunshield Chemicals Limited and Ors. – Original Criminal Complaint (RCC
No. 2/2020)

Arun Mahadeo Kahde ("Complainant") filed a Criminal Complaint on January 13, 2020, under Sections
15 and 16 of the Environment (Protection) Act, 1986, before the Judicial Magistrate First Class
(“JMFC”), Pali, alleging that our Company was discharging untreated effluent into the Amba river,
causing water pollution. Following the issuance of summons, our Company filed a revision application
before the Court at Mazgaon to quash the complaint, which was rejected. Aggrieved, our Company
approached the Hon’ble High Court of Bombay seeking to quash the lower courts' orders. On July 18,
2024, the Hon'ble High Court quashed and set aside the orders of JMFC, Pali, and the Mazgaon Court,
remitting the matter to the Magistrate to issue a fresh order. The Court emphasized that the Magistrate
must either conduct an inquiry himself or direct an investigation before proceeding with the case.

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2. Outstanding actions by regulatory and statutory authorities

Nil

3. Material civil proceedings

Laxman Rama Karande v. Chetan Bahud, Sunshield Chemical Limited and Ors. - Regular Civil Suit
No. 36/2022 & Laxman Rama Karande v. Sunshield Chemicals Limited and Anr. - Regular Civil Suit
No. 35/2022

Laxman Karande ("Petitioner") has initiated two separate civil suits against our Company and others
("Respondents") in the Hon’ble District Court at Pali, claiming ownership of land identified as Survey
No. 32/1, related to Regular Civil Suit No. 36/2022, and land identified as Survey No. 33/1, related to
Regular Civil Suit No. 35/2022 ("the Lands"). It is important to note that our Company is only concerned
with the land bearing Survey No. 33/1, of which it is the rightful owner. The land bearing Survey No.
32/1 is not owned by our Company, yet we have still been made a party to that suit.

The Petitioner claims ownership of the Lands as the legal successor of Rama Sadhu Karande, arguing
that in the absence of any executed deed transferring the rights, he remains the rightful owner. In Civil
Suit No. 35/2022, the Petitioner further alleges that Respondent No. 11 fraudulently sold the land to our
Company through a fabricated sale deed dated August 11, 2004. The Petitioner seeks recognition as the
rightful owner of the land. The value of the property is currently unascertainable, and the matter is
pending before the Hon’ble Court.

4. Tax Proceedings

Principal Commissioner of Income-Tax-8, Mumbai vs Sunshield Chemicals Ltd.

The Principal Commissioner of Income-Tax-8, Mumbai (“Appellant”) filed an Income Tax Appeal
bearing no. 2088 of 2022 before High Court of Judicature at Bombay (“Hon’ble High Court”) against
Sunshield Chemicals Limited. (“Respondent”) challenging the order passed by the Income Tax
Appellate Tribunal, Mumbai Bench (“ITAT”). The Respondent had e-filled Return of Income dated
September 26, 2013, declaring total income at NIL as per normal provisions of the Income Tax Act, 1961
(“Act”) and book profits as per Section 115JB of the Act at ₹ 1,03,03,547/-. Subsequently, Assessing
Officer (“AO”) passed an order under section 143(3) of the Act dated March 8, 2016, assessing total
income of ₹ 1,10,98,527/- after making an addition of ₹ 7,85,980/- on account of incremental provisions
of Deferred Sales Tax under section 115JB. The Respondent had shown ₹ 7,29,07,204 as brought forward
unabsorbed depreciation, adjusted an amount of ₹ 36,07,074/- of unabsorbed depreciation under section
32(2) of the Act during AY 2013-14 and claimed carry forward of unabsorbed depreciation at
₹6,93,00,130/-. The AO disallowed Respondent’s claim of set-off of brought forward unabsorbed
depreciation for AY 1996-97 to AY 1999-2000, as the term of 8 years for carry forward had expired. The
recomputed amount of unabsorbed depreciation to be carried forward was ₹ 84,62,991/-. Similar
disallowance was made by AO for AY 2009-10 and subsequent years by an order dated March 8, 2016.
The Respondent, aggrieved by the order passed by AO dated March 8, 2016, filed an appeal before
Learned CIT (Appeals) Mumbai (“CIT(A)”). CIT(A) partly allowed the appeal vide order dated
February 20, 2019. Subsequently, Revenue filed an appeal bearing ITA No. 3767/Mum/2019 (AY 2013-
14) before the ITAT challenging the above-mentioned order passed by CIT(A). The ITAT dismissed the
appeal of the Revenue in ITA No. 3767/Mum/2019 (AY 2013-14) vide order dated June 9, 2021. The
Appellant, aggrieved by the ITAT’s order filed an appeal which is pending before the Hon’ble High
Court.

Principal Commissioner of Income-Tax-8, Mumbai vs Sunshield Chemicals Ltd.

The Principal Commissioner of Income-Tax-8, Mumbai ("Appellant") has filed an Income Tax Appeal
(No. 2156 of 2022) before the Hon'ble High Court of Bombay, challenging the order of the Income Tax
Appellate Tribunal (“ITAT”) in favor of Sunshield Chemicals Limited ("Respondent"). The dispute
concerns the Respondent's return of income for AY 2014-15, where the Respondent declared a total

159
 income of ₹30,13,542/- and book profits of ₹ 5,38,80,717/- under Section 115JB of the Income Tax Act,
1961. The Assessing Officer (“AO”) had disallowed a portion of the Respondent's claim for set-off of
unabsorbed depreciation from AY 1996-97 to AY 1999-2000, reducing the allowable depreciation from
₹ 6,93,00,130/- to ₹ 84,62,991/-. The Revenue's subsequent appeal before the ITAT (ITA No.
3768/Mum/2019) was dismissed on June 9, 2021. The Appellant, dissatisfied with the ITAT's decision,
has now appealed to the Hon'ble High Court, and the matter is pending.

B. Litigation filed by our Company.

1. Criminal proceedings

Nil

2. Material civil proceedings

Sunshield Chemicals Limited v. Maulesh Bhatt & Ors.:

Our Company has initiated legal proceedings against Maulesh Bhatt, Sole Proprietor of Divine Process
Engineering ("Accused Firm"), in connection with a dispute arising from the purchase of an EO/PO
Pilot Reactor System under Purchase Order No. 450422562 for a total consideration of ₹12,98,000/-.
After making advance payments totalling ₹ 8,25,000/-, the Accused Firm issued an invoice for the full
amount, leading our Company to inadvertently remit the entire ₹ 12,98,000/- without accounting for the
advance payments. Despite multiple attempts to recover the excess payment of ₹8,25,000/-, including
the issuance of Legal Notices on May 12, 2023, May 26, 2023, and June 20, 2023, the Accused Firm
failed to refund the amount. Consequently, our Company filed a complaint under Sections 420 and 403,
read with Section 34 of the Indian Penal Code, before the Hon’ble Court at Kurla on October 27, 2023.
The matter is currently pending.

Sunshield Chemicals Limited v. Hind Kamgar Sanghatana – Industrial Tribunal, Maharashtra,

Thane – Ref (IT) No. 07 of 2021

The captioned matter was referred to the Industrial Tribunal, Maharashtra, Thane by the Government of
Maharashtra for deciding the dispute raised by the Hind Kamgar Sanghatana (“Union”) on behalf of its
member workers. The dispute pertains to a Charter of Demands raised by the Union with our Company.
However, the Union has failed to file any statement of justification in support of the Charter of Demand
raised by it despite lapse of more than two years. Further, at present, none of the concerned staff member
who at the relevant time were the members of the Union and on whose behalf the dispute was raised, are
currently members of the Union to the best of the Company’s knowledge. The said staff has joined
another union by the name of Association of Chemical Workers which is already existing union in the
factory establishment of our Company. In view of the above our Company filed an application before
the Industrial Tribunal seeking rejection of the reference. The matter is presently pending before the
Industrial Tribunal, Maharashtra, Thane.

II. Litigation involving our Directors

A. Litigation filed against our Directors

1. Criminal proceedings

Nil

2. Outstanding actions by regulatory and statutory authorities

Nil

3. Material civil proceedings

Nil

160
B. Litigation filed by our Directors

1. Criminal proceedings

Nil

2. Material civil proceedings

Nil

III. Litigation involving our Promoters

A. Litigation filed against our Promoters

1. Criminal proceedings

Nil

2. Outstanding actions by regulatory and statutory authorities

Nil

3. Material civil proceedings

Nil

B. Litigation filed by our Promoters

1. Criminal proceedings

Nil

2. Material civil proceedings

Nil

IV. TAX CLAIMS AGAINST OUR COMPANY, DIRECTORS, PROMOTERS

(₹ in Lakhs)*
Nature of case Number of cases Amount Involved
Company
Direct Tax 4 202.08^
Indirect tax 8 1412.43#
Total 12 1614.51
Promoter
Direct Tax 3 2922.41~
Indirect Tax Nil Nil
Total 3 2922.41
*To the extent quantifiable
^(1) The Amount involved in Direct Tax Column of the Company includes an Outstanding Demand Notice of ₹1,81,33,867 raised
by Central Board of Direct Tax ("CBDT”). The Company has submitted their response and are now expecting an order from
CBDT.
#(1) The Amount involved in Indirect Tax Column of the Company includes a Show Cause Notice of ₹ 7,80,83,517 issued on June
14, 2024 from the Office of the, Deputy Commissioner of State Tax, Mumbai ("Deputy Commissioner") for alleged discrepancies
in the GST Returns for A.Y. 2020-2021. The Company has submitted its response and awaiting the Deputy Commissioner’s
subsequent action
(2) The Amount involved in Indirect Tax Column of the Company includes a Show Cause Notice of ₹ 5,12,13,588 issued on October
19, 2022, from the Principal Commissioner of Customs ("Customs Authority") for alleged non-payment of customs duties.

161
 Company has replied to the show cause notice and are awaiting a response from the Customs Authority.
~(1)The Amount involved in Direct Tax Column of the Promoter includes an Outstanding Demand Notice raised under section
156 of the Income tax Act, 1961 on March 24, 2024 of ₹ 21,62,57,621 (including interest) Central Board of Direct Tax
("CBDT”). The Promoter has submitted a response dated July 12, 2024, and are now expecting an order from CBDT.
(2) The Amount involved in Direct Tax Column of the Promoter includes an Outstanding Demand Notice raised under section 156
on September 29, 2022, of ₹ 6,02,88,550 (including interest) by Central Board of Direct Tax (“CBDT”). The Promoter has
submitted a response dated December 25, 2022, and are now expecting an order from CBDT.
(3) The Amount involved in Direct Tax Column of the Promoter includes an Outstanding Demand Notice raised on July 16, 2022
of ₹ 1,66,95,391 raised by Central Board of Direct Tax (“CBDT”). The Promoter has submitted a response dated December
12, 2022 and are now expecting an order from CBDT.

V. DISCLOSURES PERTAINING TO WILFUL DEFAULTERS OR A FRAUDULENT

BORROWER

Neither our Company, nor our Promoters and Directors have been categorized or identified as wilful
defaulters or fraudulent borrower by any bank or financial institution or consortium thereof, in
accordance with the guidelines on willful defaulters issued by the Reserve Bank of India. There are no
violations of securities laws committed by them in the past or are currently pending against any of them.

162
 GOVERNMENT AND OTHER STATUTORY APPROVALS

We are not required to obtain any licenses or approvals from any governmental and regulatory authorities in
relation to the objects of this Issue. For further details, please refer to “Objects of the Issue” beginning on page
51 of this Draft Letter of Offer.

163
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Issue has been authorised by a resolution of the Board passed at its meeting held August 9, 2024, pursuant to
Section 62(1)(a) and other applicable provisions of the Companies Act, 2013.

The Rights Issue Committee, at its meeting held on [●], determined the Issue Price of [●] per Rights Equity Share
(including a premium of [●] per Rights Equity Share), and the Rights Entitlement as [●] Rights Equity Share for
every [●] fully paid-up Equity Shares held on the Record Date. The Issue Price is [●] and has been arrived at by
our Company in consultation with the Advisor to the Issue prior to determination of the Record date.

On Application, Investors will have to pay ₹ [●] per Rights Equity Share, which constitutes 100% of the Issue
Price.

Our Company has received ‘in-principle’ approval for listing of the Rights Equity Shares to be Allotted pursuant
to Regulation 28(1) of SEBI Listing Regulations, vide letter bearing reference number [●] dated [●] issued by
BSE for listing of the Rights Equity Shares to be Allotted pursuant to the Issue. Our Company will also make
application to BSE to obtain their trading approval for the Rights Entitlements as required under the SEBI Rights
Issue Circulars.

Our Company has been allotted the ISIN [●] for the Rights Entitlements to be credited to the respective demat
accounts of the Eligible Equity Shareholders of our Company. Our Company has been allotted ISIN [●] from both
NSDL and CDSL for fully paid-up shares. For details, see "Terms of the Issue" on page 174 of this Draft Letter
of Offer.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Promoters, our Directors, the members of our Promoter Group and persons in control of our
Company have not been prohibited from accessing the capital market or debarred from buying or selling or dealing
in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or
any authority/court as on date of this Draft Letter of Offer.

There are no outstanding SEBI actions against our Company or our Promoters and members of our Promoter
Group as on the date of this Draft Letter of Offer. For details, see chapter titled "Outstanding Litigations and
Default" on page 158 of this Draft Letter of Offer.

Further, our Promoters and our Directors are not promoters or directors of any other company which is debarred
from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under
any order or direction passed by SEBI. Further, there is no outstanding action initiated against any of our Directors
or Promoters by SEBI in the five years preceding the date of filing of this Draft Letter of Offer.

Neither our Promoters nor our Directors have been declared as fugitive economic offender under Section 12 of
Fugitive Economic Offenders Act, 2018.

Association of our Directors with the securities markets

None of our Directors are associated with the securities market.

Prohibition by RBI

Neither our Company nor our Promoters and Directors have been categorized or identified as wilful defaulters by
any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or
are currently pending against any of them.

164
Compliance with Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, our Promoters and the members of our Promoter Group are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018, to the extent it may be applicable to them as on date of this Draft
Letter of Offer

Eligibility for the Issue

Our Company is a listed company, incorporated under the Companies Act, 1956. The Equity Shares of our
Company are presently listed on BSE. We are eligible to undertake the Issue in terms of Chapter III and other
applicable provisions of the SEBI ICDR Regulations. Pursuant to Clause (2) of Part B-1 of Schedule VI to the
SEBI ICDR Regulations our Company is undertaking the Issue in compliance with Part B-1 of Schedule VI of
the SEBI ICDR Regulations.

Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations

Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR
Regulations, to the extent applicable. Further, in relation to compliance with Regulation 62(1)(a) of the SEBI
ICDR Regulations, our Company undertakes to make an application to the BSE for listing of the Rights Equity
Shares to be issued pursuant to the Issue. BSE is the Designated Stock Exchange for the Issue.

Disclaimer Clause of SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT LETTER OF

OFFER TO THE SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER.
THE LEAD MANAGER, FORTRESS CAPITAL MANAGEMENT SERVICES PRIVATE LIMITED,
THAT THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (“SEBI
ICDR REGULATIONS”). THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD
MANAGER, FORTRESS CAPITAL MANAGEMENT PRIVATE LIMITED HAS FURNISHED TO
SEBI A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 30, 2024 IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI ICDR REGULATIONS, WHICH READS AS
FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE
FINALISATION OF THE DRAFT LETTER OF OFFER PERTAINING TO THE ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND
INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS
OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS
AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:
a) THE DRAFT LETTER OF OFFERIS IN CONFORMITY WITH THE DOCUMENTS,
MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

165
 b) ALL THE MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS
ALSO THE REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC.
FRAMED/ISSUED BY SEBI, THE CENTRAL GOVERNMENT AND ANY OTHER
COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED
WITH; AND

c) THE MATERIAL DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE

TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-
INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND
SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF
THE COMPANIES ACT, 2013, TO THE EXTENT APPLICABLE, SEBI ICDR
REGULATIONS AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN

THE DRAFT LETTER OF OFFER ARE REGISTERED WITH SEBI AND THAT TILL DATE
SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS

TO FULFIL THEIR UNDERWRITING COMMITMENTS –NOT APPLICABLE

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTER HAS BEEN OBTAINED

FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’
CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED
TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT
BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD
STARTING FROM THE DATE OF FILING THE DRAFT LETTER OF OFFER WITH THE
SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE
DRAFT LETTER OF OFFER –NOT APPLICABLE

6. WE CERTIFY THAT REGULATION 15 OF THE SEBI ICDR REGULATIONS, WHICH

RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF
PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE
IN THE DRAFT LETTER OF OFFER – NOT APPLICABLE

7. WE UNDERTAKE THAT SUB-REGULATION (3) OF REGULATION 14 AND CLAUSE (C)

AND (D) OF SUB-REGULATION (9) OF REGULATION 25 OF THE SEBI ICDR
REGULATIONS SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS
HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE
RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE
UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY
SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN
MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN
ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE
RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE
–NOT APPLICABLE.

8. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE

THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE
CREDITED/TRANSFERRED IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS
OF SECTION 40(3) OF THE COMPANIES ACT, 2013 AND THAT SUCH MONEYS SHALL
BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM
ALL THE STOCK EXCHANGES MENTIONED IN THE DRAFT LETTER OF OFFER. WE
FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE
BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS
CONDITION. – NOT APPLICABLE. THIS BEING A RIGHTS ISSUE, SECTION 40(3) OF THE
COMPANIES ACT, 2013 IS NOT APPLICABLE. FURTHER, TRANSFER OF MONIES

166
 RECEIVED PURSUANT TO THE ISSUE SHALL BE RELEASED TO THE COMPANY AFTER
FINALISATION OF THE BASIS OF ALLOTMENT IN COMPLIANCE WITH REGULATION
90 OF THE SEBI ICDR REGULATIONS, AS AMENDED.

9. WE CERTIFY THAT THE EXISTING BUSINESS AS WELL AS ANY NEW BUSINESS OF

THE COMPANY FOR WHICH THE FUNDS ARE BEING RAISED FALL WITHIN THE
“MAIN OBJECTS” IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION
OR OTHER CHARTER OF THE COMPANY AND THAT THE ACTIVITIES WHICH HAVE
BEEN CARRIED IN LAST 10 YEARS ARE VALID IN TERMS OF THE OBJECT CLAUSE OF
ITS MEMORANDUM OF ASSOCIATION. - COMPLIED TO THE EXTENT APPLICABLE.

10. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE
DRAFT LETTER OF OFFER:

a) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE

SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE
COMPANY. AS ON THE DATE OF THE DRAFT LETTER OF OFFER, OUR
COMPANY HAS NOT ISSUED ANY SR EQUITY SHARES AND THERE ARE NO
OUTSTANDING SR EQUITY SHARES; AND

b) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH

SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM
TIME TO TIME.

11. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO

ADVERTISEMENT IN TERMS OF THE SEBI ICDR REGULATIONS, AS AMENDED WHILE
MAKING THE ISSUE –NOTED FOR COMPLIANCE

12. WE CONFIRM THAT THE ISSUER IS ELIGIBLE TO LIST ON THE INNOVATORS

GROWTH PLATFORM IN TERMS OF THE PROVISIONS OF CHAPTER X OF THE SEBI
ICDR REGULATIONS –NOT APPLICABLE.

13. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS
BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS
BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED
BUSINESSSTANDS, THE RISK FACTORS, PROMOTERS’ EXPERIENCE, ETC.-
COMPLIED WITH.

14. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH

THE APPLICABLE PROVISIONS OF THE SEBI ICDR REGULATIONS, AS AMENDED,
CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS
OF COMPLIANCE, PAGE NUMBER OF THE DRAFT LETTER OF OFFER WHERE THE
REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY. -
COMPLIED WITH.

THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER ANY
IRREGULARITIES OR LAPSES IN THE DRAFT LETTER OF OFFER.

Disclaimer from our Company, our Directors and Lead Manager

Our Company accepts no responsibility for statements made other than in this Draft Letter of Offer or in any
advertisement or other material issued by our Company or by any other persons at the instance of our Company
and anyone placing reliance on any other source of information would be doing so at their own risk.

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Investors who invest in this Issue will be deemed to have represented to our Company, and their respective
directors, officers, agents, affiliates and representatives that they are eligible under all applicable law, rules,
regulations, guidelines and approvals to acquire the Rights Equity Shares, and are relying on independent
advice/evaluation as to their ability and quantum of investment in the Issue.

CAUTION

Our Company shall make all relevant information available to the Eligible Equity Shareholders in accordance
with the SEBI ICDR Regulations and no selective or additional information would be available for a section of
the Eligible Equity Shareholders in any manner whatsoever, including at presentations, in research or sales reports,
etc., after filing this Draft Letter of Offer.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained
in this Draft Letter of Offer. You must not rely on any unauthorized information or representations. This Draft
Letter of Offer is an offer to sell only the Rights Equity Shares and the Rights Entitlements, but only under
circumstances and in the applicable jurisdictions. Unless otherwise specified, the information contained in this
Draft Letter of Offer is current only as of its date.

Our Company and its directors, officers, agents, affiliates and representatives accept no responsibility or liability
for advising any Applicant, whether such Applicant is eligible to acquire any Rights Equity Shares.

Disclaimer in respect of Jurisdiction

This Draft Letter of Offer has been prepared under the provisions of Indian law and the applicable rules and
regulations thereunder. Any disputes arising out of the Issue will be subject to the jurisdiction of the appropriate
court(s) in Mumbai, Maharashtra, India only.

Disclaimer Clause of BSE

As required, a copy of the Draft Letter of Offer has been submitted to BSE. The disclaimer clause, as intimated
by BSE to us, post scrutiny of the Draft Letter of Offer will be inserted, prior to filing of the Letter of Offer with
the Stock Exchange.

Designated Stock Exchange

The Designated Stock Exchange for the purposes of this Issue is BSE Limited.

Listing

Our Company will apply to BSE for final approval for the listing and trading of the Rights Equity Shares
subsequent to their Allotment. No assurance can be given regarding the active or sustained trading in the Rights
Equity Shares or the price at which the Rights Equity Shares offered under the Issue will trade after the listing
thereof.

Selling Restrictions

This Draft Letter of Offer is solely for the use of the person who has received it from our Company or from the
Registrar. This Draft Letter of Offer is not to be reproduced or distributed to any other person.

The distribution of this Draft Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Common Application
Form and the Rights Entitlement Letter ("Issue Materials") and the issue of Rights Entitlements and Equity
Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal requirements
prevailing in those jurisdictions. Persons into whose possession the Issue Materials may come are required to
inform themselves about and observe such restrictions.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and, in accordance with
the SEBI ICDR Regulations, the Company will dispatch Issue Materials only to the Eligible Equity Shareholders
who have a registered address in India or who have provided an Indian address to our Company. In case such

168
Eligible Equity Shareholders have provided their valid e-mail address, the relevant Issue Materials will be sent
only to their valid e-mail address and in case such Eligible Equity Shareholders have not provided their e-mail
address, then Issue Material will be physically dispatched, on a reasonable effort basis, to the Indian address
provided by them. Those overseas Shareholders, who do not update our records with their Indian address or the
address of their duly authorized representative in India, prior to the date on which we propose to e-mail or send a
physical copy of the Issue Materials, shall not be sent the issue Materials.

Investors can also access the Issue Materials from the websites of the Registrar, our Company and the Stock
Exchanges.

Our Company and the Registrar will not be liable for non-dispatch of physical copies of the Issue Materials.

No action has been or will be taken to permit the Issue in any jurisdiction, to the possession, circulation, or
distribution of this Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer or any other material relating
to our Company, the Equity Shares of Rights Entitlement in any jurisdiction, where action would be required for
that purpose, except that the Draft Letter of Offer has been filed with SEBI and the Stock Exchanges.

Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly,
and the Issue Materials or any offering materials or advertisements in connection with the Issue may not be
distributed, in whole or in part, in any jurisdiction, except in accordance with legal requirements applicable in
such jurisdiction. Receipt of the Issue Materials will not constitute an offer in those jurisdictions in which it would
be illegal to make such an offer, and, in those circumstances, the Issue Materials must be treated as sent for
information purposes only and should not be acted upon for subscription to the Rights Equity Shares and should
not be copied or redistributed.

Accordingly, persons receiving a copy of the Issue Materials should not, in connection with the issue of the Rights
Equity Shares or the Rights Entitlements, distribute or send the Issue Materials to any person outside India where
to do so, would or might contravene local securities laws or regulations. If Issue Materials are received by any
person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity
Shares, or the Rights Entitlements referred to in the Issue Materials.

Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in
the Issue will be deemed to have declared, represented, warranted and agreed that such person is authorized to
acquire the Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and regulations
prevailing in his jurisdiction. Our Company, the Registrar, or any other person acting on behalf of our Company
reserves the right to treat any Application Form as invalid where they believe that Application Form is incomplete
or acceptance of such Application Form may infringe applicable legal or regulatory requirements and we shall not
be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application Form.

Neither the delivery of the Issue Materials nor any sale hereunder, shall, under any circumstances, create any
implication that there has been no change in our Company’s affairs from the date hereof or the date of such
information or that the information contained herein is correct as at any time subsequent to the date of this Draft
Letter of Offer or the date of such information. Each person who exercises Rights Entitlements and subscribes for
Equity Shares, or who purchases Rights Entitlements or Equity Shares shall do so in accordance with the
restrictions set out below.

THE CONTENTS OF THIS DRAFT LETTER OF OFFER SHOULD NOT BE CONSTRUED AS

LEGAL, TAX OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO
ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF
THE ISSUE OF RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, EACH
INVESTOR SHOULD CONSULT THEIR OWN COUNSEL, BUSINESS ADVISOR AND TAX
ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE
ISSUE OF RIGHTS EQUITY SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY
REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES REGARDING
THE LEGALITY OF AN INVESTMENT IN THE EQUITY SHARES BY SUCH OFFEREE OR
PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.

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NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OF AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (“UNITED
STATES”), AND APPLICABLE STATE SECURITIES LAWS. THE OFFERING TO WHICH THIS
DRAFT LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, AN OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT
FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY
ANY OF THE RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT. THERE IS NO INTENTION
TO REGISTER ANY PORTION OF THE ISSUE OR ANY OF THE SECURITIES DESCRIBED
HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN
THE UNITED STATES. ACCORDINGLY, THIS ISSUE MATERIALS SHOULD NOT BE
FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME.

Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation
from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on
behalf of our Company, has reason to believe is, in the United States when the buy order is made. Envelopes
containing an Application Form should not be postmarked in the United States or otherwise dispatched from the
United States or any other jurisdiction where it would be illegal to make an offer under this Draft Letter of Offer.
Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and this Draft Letter of
Offer, the Letter of Offer/ Abridged Letter of Offer, Application Form and the Rights Entitlement Letter will be
dispatched to the Eligible Equity Shareholders who have provided an Indian address to our Company. Any person
who acquires the Rights Entitlements and the Equity Shares will be deemed to have declared, represented,
warranted and agreed, by accepting the delivery of the Letter of Offer, (i) that it is not and that, at the time of
subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States when the buy
order is made; and (ii) is authorised to acquire the Rights Entitlements and the Equity Shares in compliance with
all applicable laws, rules and regulations.

Our Company reserves the right to treat as invalid any Application Form which: (i) appears to our Company or
its agents to have been executed in or dispatched from the United States of America; (ii) does not include the
relevant certification set out in the Application Form headed "Overseas Shareholders" to the effect that the person
accepting and/or renouncing the Application Form does not have a registered address (and is not otherwise
located) in the United States, and such person is complying with laws of the jurisdictions applicable to such person
in connection with the Issue, among others; (iii) where our Company believes acceptance of such Application
Form may infringe applicable legal or regulatory requirements; or (iv) where a registered Indian address is not
provided, and our Company shall not be bound to allot or issue any Equity Shares or Rights Entitlement in respect
of any such Application Form.

None of the Rights Entitlements or the Equity Shares have been, or will be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws in the United States.
Accordingly, the Rights Entitlements and Equity Shares are being offered and sold only outside the United States
in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those
offers, and sales are made.

NO OFFER IN ANY JURISDICTION OUTSIDE INDIA

NO OFFER OR INVITATION TO PURCHASE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY

SHARES IS BEING MADE IN ANY JURISDICTION OUTSIDE OF INDIA, INCLUDING, BUT NOT
LIMITED TO AUSTRALIA, BAHRAIN, CANADA, THE EUROPEAN ECONOMIC AREA, GHANA,
HONG KONG, INDONESIA, JAPAN, KENYA, KUWAIT, MALAYSIA, NEW ZEALAND,
SULTANATE OF OMAN, PEOPLE'S REPUBLIC OF CHINA, QATAR, SINGAPORE, SOUTH
AFRICA, SWITZERLAND, THAILAND, THE UNITED ARAB EMIRATES, THE UNITED KINGDOM
AND THE UNITED STATES. THE OFFERING TO WHICH THIS DRAFT LETTER OF OFFER
RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING
OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT FOR SALE IN ANY
JURISDICTION OUTSIDE INDIA OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY

170
OF THE SAID SECURITIES. ACCORDINGLY, THIS DRAFT LETTER OF OFFER SHOULD NOT BE
FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION AT ANY TIME.

Consents

Consents in writing of our Directors, Company Secretary and Compliance Officer, Lead Manager, Legal Advisor,
Monitoring Agency*, the Registrar to the Issue and the Bankers to the Issue/ Refund Bank* to act in their
respective capacities, have been obtained and such consents have not been withdrawn up to the date of this Draft
Letter of Offer.
*
To be obtained prior to filing the Letter of Offer

Expert Opinion

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received a written consent dated September 30, 2024 from our Statutory Auditors, CNK &
Associates LLP, to include their name in this Draft Letter of Offer as an "expert", as defined under Section 2(38)
of the Companies Act, to the extent and in their capacity as statutory auditors, and in respect of (i) examination
report dated August 24, 2024 on our Restated Consolidated Financial Statements for the financial years ended
March 31, 2024, March 31, 2023 and March 31, 2022; (ii) limited review report dated August 09, 2024 on our
Limited Review Financial Statements for the three month period ended June 30, 2024; and (iii) the statement of
tax benefits dated September 30, 2024 in this Draft Letter of Offer and such consent has not been withdrawn as
on the date of this Draft Letter of Offer. However, the term “expert” shall not be construed to mean an “expert”
as defined under the U.S. Securities Act.

Our Company has received a written consent dated September 28, 2024 from Ashok Sonje, Chartered Engineer,
to include his name as an “expert” as defined under section 2(38) and 26(5) of the Companies Act, 2013 to the
extent and in his capacity as the independent chartered engineer and in respect of the certificate issued by him and
included in this Draft Letter of Offer and such consent has not been withdrawn as on the date of this Draft Letter
of Offer.

Performance vis-à-vis objects – Public/Rights Issue of our Company

Our Company has not made any public issues during last five years immediately preceding the date of this Draft
Letter of Offer. There have been no instances in the past, wherein our Company has failed to achieve the objects
in its previous issues. - we have not made any public issues.

Performance vis-à-vis objects – Last issue of listed Subsidiaries or Associates

As on date of filing of this Draft Letter of Offer, our Company does not have any Subsidiaries.

Stock Market Data of the Equity Shares

Our Equity Shares are listed on BSE. Our Equity Shares are traded on BSE. For details in connection with the
stock market data of the Stock Exchanges, please refer to the chapter titled "Market Price Information" on page
156 of this Draft Letter of Offer

Filing

This Draft Letter of Offer has been filed with SEBI for its observations electronically through the SEBI
intermediary portal at https://siportal.sebi.gov.in in terms of the SEBI circular bearing reference no.
SEBI/HO/CFD/ DIL1/ CIR/P/2018/ 011) dated January 19, 2018, issued by the SEBI, and with the Stock
Exchanges. Further, in light of the SEBI notification dated March 27, 2020, our Company has submitted a copy
of this Draft Letter of Offer to the e-mail address: [email protected]. After SEBI gives its observations, the final
Letter of Offer will be filed with SEBI and the Stock Exchange simultaneously with the filing of the Letter of
Offer with the Designated Stock Exchange as per the provisions of the SEBI ICDR Regulations.

171
Mechanism for Redressal of Investor Grievances

Our Company has adequate arrangements for redressal of investor grievances in compliance with the SEBI Listing
Regulations. We have been registered with the SEBI Complaints Redress System (SCORES) as required by the
SEBI Circular no. CIR/OIAE/2/2011 dated June 3, 2011. Consequently, investor grievances are tracked online by
our Company.

Our Company has a Stakeholders Relationship Committee which meets at least once a year and as and when
required. Its terms of reference include considering and resolving grievances of Shareholders in relation to transfer
of shares and effective exercise of voting rights.

Bigshare Services Private Limited is our Registrar and Share Transfer Agent. All investor grievances received by
us have been handled by the Registrar and Share Transfer Agent in consultation with the Company Secretary and
Compliance Officer.

Investor complaints received by our Company are typically disposed of within 15 days from the receipt of the
complaint.

Investor Grievances arising out of this Issue

Investors may contact the Registrar or our Company Secretary and Compliance Officer for any pre-Issue or post-
Issue related matter. All grievances relating to the ASBA process may be addressed to the Registrar, with a copy
to the SCSBs (in case of ASBA process), giving full details such as name, address of the Applicant, contact
number(s), email address of the sole/ first holder, folio number or demat account number, number of Equity Shares
applied for, amount blocked (in case of ASBA process), ASBA Account number and the Designated Branch of
the SCSBs where the Application Form or the plain paper application, as the case may be, was submitted by the
Investors along with a photocopy of the acknowledgement slip (in case of ASBA process). For details on the
ASBA process, see "Terms of the Issue" beginning on page 174 of this Draft Letter of Offer. The contact details
of Registrar to the Issue and our Company Secretary and Compliance Officer are as follows:

Registrar to the Issue:

Bigshare Services Private Limited

Office No. S6-2, 6th Floor,

Pinnacle Business Park,
Next to Ahura Centre,
Mahakali Caves Road,
Andheri (East) Mumbai 400 093
Telephone: +91 22 6263 8200
Email: [email protected]
Website: www.bigshareonline.com
Investor grievance e-mail: [email protected]
Contact Person: Suraj Gupta
SEBI Registration No.: INR000001385

Investors may contact the Company Secretary and Compliance Officer at the below mentioned address for any
pre-Issue/post-Issue related matters such as non-receipt of Letters of Allotment/share certificates/demat credit/
Refund Orders etc.

Amit Kumashi is the Company Secretary and Compliance Officer of our Company. His contact details are set
forth hereunder:

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Amit Kumashi
1501-A, Universal Majestic, P. L. Lokhande Marg
Behind R. B. K. International Academy
Chembur West, Mumbai – 400043.
Telephone: +91-22-25550126
E- mail: [email protected]

[Remainder of the page is intentionally left blank]

173
 SECTION VII – ISSUE INFORMATION

TERMS OF THE ISSUE

This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully
read the provisions contained in this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form, before submitting the Application Form. Our Company and the Lead
Managers are not liable for any amendments or modifications or changes in applicable laws or regulations, which
may occur after the date of this Draft Letter of Offer. Investors are advised to make an independent investigation
and ensure that the Application Form is accurately filled up in accordance with instructions provided therein and
this Draft Letter of Offer. Unless otherwise permitted under the SEBI ICDR Regulations read with the SEBI ICDR
Master Circular, Investors proposing to apply in this Issue can apply only through ASBA or by mechanism as
disclosed in this Draft Letter of Offer.

Please note that in accordance with the provisions of the SEBI ICDR Master Circular, all investors (including
Renouncee) shall make an application for a rights issue only through ASBA facility.

OVERVIEW

The Rights Entitlement on the Equity Shares, the ownership of which is currently under dispute and including
any court proceedings or are currently under transmission or are held in a demat suspense account and for which
our Company has withheld the dividend, shall be held in abeyance and the Application Form along with the Rights
Entitlement Letter in relation to these Rights Entitlements shall not be dispatched pending resolution of the dispute
or court proceedings or completion of the transmission or pending their release from the demat suspense account.
On submission of such documents/ records confirming the legal and beneficial ownership of the securities with
regard to these cases on or prior to the Issue Closing Date, to the satisfaction of our Company, our Company shall
make available the Rights Entitlement on such Equity Shares to the identified Eligible Equity Shareholder. The
identified Eligible Equity Shareholder shall be entitled to subscribe to the Rights Equity Shares pursuant to the
Issue during the Issue Period with respect to these Rights Entitlement and subject to the same terms and conditions
as the Eligible Equity Shareholder.

This Issue and the Right Shares proposed to be issued on a rights basis, are subject to the terms and conditions
contained in Draft Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application
Form, and the Memorandum of Association and the Articles of Association of our Company, the provisions of
the Companies Act, 2013, FEMA, FEMA Rules, the SEBI ICDR Regulations, the SEBI Listing Regulations, and
the guidelines, notifications and regulations issued by SEBI, the Government of India and other statutory and
regulatory authorities from time to time, approvals, if any, from the RBI or other regulatory authorities, the terms
of the Listing Agreements entered into by our Company with the BSE and the terms and conditions as stipulated
in the Allotment Advice.

Dispatch and availability of Issue Materials

In accordance with the SEBI ICDR Regulations, SEBI ICDR Master Circular and the ASBA Circulars,
our Company will send/dispatch at least three days before the Issue Opening Date, the Abridged Letter of
Offer, the Entitlement Letter, Application Form and other issue material (‘Issue Materials’) only to the
Eligible Shareholders who have provided an India address to our Company and who are located in
jurisdictions where the offer and sale of the Rights Entitlement or Rights Shares is permitted under laws
of such jurisdictions and does not result in and may not be construed as, a public offering in such
jurisdictions. In case the Eligible Shareholders have provided their valid e-mail address, the Issue Materials
will be sent only to their valid e-mail address and in case the Eligible Shareholders have not provided their
e-mail address, then the Issue Materials will be dispatched, on a reasonable effort basis, to the India
addresses provided by them.

Further, the Letter of Offer will be sent/dispatched, by the Registrar to the Issue on behalf of our Company
to the Eligible Shareholders who have provided their Indian addresses and have made a request in this
regard.

174
Investors can also access this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer and the
Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity
Shares under applicable securities laws) on the websites of:
• Our Company at www.sunshieldchemicals.com;
• the Registrar to the Issue at www.bigshareonline.com;
• the Lead Managers at www.fortresscapital.in
• Securities and Exchange Board of India at www.sebi.gov.in; and
• the Stock Exchange at www.bseindia.com

To update the respective Indian addresses/e-mail addresses/phone or mobile numbers in the records maintained
by the Registrar or by our Company, Eligible Equity Shareholders should visit www.bigshareonline.com.

Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of the
Registrar at www.bigshareonline.com by entering their DP ID and Client ID or Folio Number (in case of Eligible
Equity Shareholders holding Equity Shares in physical form) and such other credentials for validation of the
identity of the shareholder, as may be required. The link for the same shall also be available on the website of our
Company at www.sunshieldchemicals.com.

Further, our Company along with the Lead Managers will undertake all adequate steps to reach out the Eligible
Equity Shareholders who have provided their Indian address through other means, as may be feasible.

Please note that neither our Company nor the Registrar nor the Lead Managers shall be responsible for
not sending the physical copies of Issue Materials, including the Letter of Offer, the Abridged Letter of
Offer, the Rights Entitlement Letter and the Application Form or delay in the receipt of the Letter of Offer,
the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form attributable to non-
availability of the e-mail addresses of Eligible Equity Shareholders or electronic transmission delays or
failures, or if the Application Forms or the Rights Entitlement Letters are delayed or misplaced in the
transit.

Resident Eligible Shareholders, who are holding Equity Shares in physical form as on the Record Date, can obtain
details of their respective Rights Entitlements from the website of the Registrar by entering their Folio Number
and such other credentials for validation of the identity of the shareholder, as may be required.

The distribution of the Letter of Offer, Abridged Letter of Offer, the Rights Entitlement Letter and the issue of
Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal
requirements prevailing in those jurisdictions. No action has been, or will be, taken to permit the Issue in any
jurisdiction where action would be required for that purpose, except that this Draft Letter of Offer, the Letter of
Offer is being filed with SEBI and the Stock Exchange. Accordingly, the Rights Entitlements and Rights Equity
Shares may not be offered or sold, directly or indirectly, and the Letter of Offer, the Abridged Letter of Offer, the
Rights Entitlement Letter, the Application Form or any Issue related materials or advertisements in connection
with the Issue may not be distributed, in any jurisdiction, except in accordance with and as permitted under the
legal requirements applicable in such jurisdiction. Receipt of the Letter of Offer, the Abridged Letter of Offer, the
Rights Entitlement Letter or the Application Form (including by way of electronic means) will not constitute an
offer, invitation to or solicitation by anyone in any jurisdiction or in any circumstances in which such an offer,
invitation or solicitation is unlawful or not authorised or to any person to whom it is unlawful to make such an
offer, invitation or solicitation. In those circumstances, the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Application Form must be treated as sent for information only and should not be acted
upon for making an Application and should not be copied or re-distributed.

Accordingly, persons receiving a copy of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights
Entitlements, distribute or send the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or
the Application Form in or into any jurisdiction where to do so, would, or might, contravene local securities laws
or regulations or would subject our Company or its affiliates or the Lead Managers or their respective affiliates to
any filing or registration requirement (other than in India). If the Letter of Offer, the Abridged Letter of Offer, the
Rights Entitlement Letter or the Application Form is received by any person in any such jurisdiction, or by their
agent or nominee, they must not seek to make an Application or acquire the Rights Entitlements referred to in the

175
Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form. Any person
who makes an application to acquire Rights Entitlements and the Rights Equity Shares offered in the Issue will
be deemed to have declared, represented and warranted that such person is authorized to acquire the Rights
Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations prevailing in
such person’s jurisdiction and India, without requirement for our Company or our affiliates or the Lead Managers
or their respective affiliates to make any filing or registration (other than in India).

NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE RIGHTS
ENTITLEMENTS (INCLUDING THEIR CREDIT) AND THE RIGHTS EQUITY SHARES ARE ONLY
BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS”
AS DEFINED IN AND IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT AND
THE APPLICABLE LAWS OF THE JURISDICTION WHERE THOSE OFFERS AND SALES OCCUR.

Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation
from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on
behalf of our Company, has reason to believe is, in the United States when the buy order is made. No Application
Form should be postmarked in the United States or otherwise dispatched from the United States or any other
jurisdiction where it would be illegal to make an offer under the Letter of Offer or where any action would be
required to be taken to permit the Issue. Our Company is undertaking this Issue on a rights basis to the Eligible
Equity Shareholders and will dispatch the Letter of Offer or the Abridged Letter of Offer and Application Form
only to Eligible Equity Shareholders who have provided an Indian address to our Company.

Any person who acquires Rights Entitlements or Rights Equity Shares will be deemed to have represented,
warranted and agreed, by accepting the delivery of this Letter of Offer, that it is not and that at the time of
subscribing for the Rights Equity Shares or the Rights Entitlements, it will not be, in the United States and is
authorized to acquire the Rights Entitlement and the Rights Equity Shares in compliance with all applicable laws
and regulations.

Our Company, in consultation with the Lead Managers, reserves the right to treat as invalid any Application Form
which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from or
dispatched from the United States or other jurisdictions where the offer and sale of the Rights Equity Shares is
not permitted under laws of such jurisdictions ; (ii) does not include the relevant certifications set out in the
Application Form, including that such person is submitting and/ or renouncing the Application Form is outside
the United States and such person is eligible to subscribe for the Rights Equity Shares under applicable securities
laws and is complying with laws of jurisdictions applicable to such person in connection with the Issue, among
others; or (iii) where our Company believes acceptance of such Application Form may infringe applicable legal
or regulatory requirements, including in the United States; and our Company shall not be bound to issue or Allot
any Rights Equity Shares in respect of any such Application Form.

PROCESS OF MAKING AN APPLICATION IN THE ISSUE

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI ICDR Master Circular and the
ASBA Circulars, all Investors desiring to make an Application in the Issue are mandatorily required to use
the ASBA process. Investors should carefully read the provisions applicable to such Applications before
making their Application through ASBA.

The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to make
Applications in the Issue basis the Rights Entitlement credited in their respective demat accounts or demat
suspense escrow account, as applicable. For further details on the Rights Entitlements and demat suspense escrow
account, see "Terms of Issue- Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders"
on page 177.

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Please note that one single Application Form shall be used by Investors to make Applications for all Rights
Entitlements available in a particular demat account or entire respective portion of the Rights Entitlements in the
demat suspense escrow account in case of resident Eligible Equity Shareholders holding shares in physical form,
as applicable, as on Record Date and applying in the Issue, as applicable. In case of Investors who have provided
details of demat account in accordance with the SEBI ICDR Regulations, such Investors will have to apply for
the Rights Equity Shares from the same demat account in which they are holding the Rights Entitlements and in
case of multiple demat accounts, the Investors are required to submit a separate Application Form for each demat
account.

a) Facilities for Application in this Issue:

ASBA facility

Investors can submit either the Application Form in physical mode to the Designated Branches of the
SCSBs or online/ electronic Application through the website of the SCSBs (if made available by such
SCSB) authorizing the SCSB to block the Application Money in an ASBA Account maintained with the
SCSB. Application through ASBA facility in electronic mode will only be available with such SCSBs
who provide such facility.

Investors applying through the ASBA facility should carefully read the provisions applicable to such
Applications before making their Application through the ASBA process. For details, please refer to
Paragraph titled "Procedure for Application through the ASBA process" beginning on page 185 of this
Draft Letter of Offer.

Please note that subject to SCSBs complying with the requirements of SEBI circular bearing reference
number CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein,
Applications may be submitted at the Designated Branches of the SCSBs.

Further, in terms of the SEBI circular bearing reference number CIR/CFD/DIL/1/2013 dated January 02,
2013, it is clarified that for making Applications by SCSBs on their own account using ASBA facility,
each such SCSB should have a separate account in its own name with any other SEBI registered SCSB(s).
Such account shall be used solely for the purpose of making an Application in this Issue and clear
demarcated funds should be available in such account for such an Application.

b) Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders:

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR Master
Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights
Entitlements to (i) the demat accounts of the Resident Eligible Equity Shareholders holding the Equity
Shares in dematerialised form; and (ii) a demat escrow account (namely, "[●]") opened by our Company,
for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity
Shares held in a demat suspense account pursuant to Regulation 39 of the SEBI Listing Regulations; or
(b) Equity Shares held in the account of IEPF authority; or (c) the demat accounts of the Resident Eligible
Equity Shareholder which are frozen or details of which are unavailable with our Company or with the
Registrar on the Record Date; or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the
ownership of the Equity Shares currently under dispute, including any court proceedings; or (f) Equity
Shares held by Eligible Equity Shareholders holding Equity Shares in physical form, as applicable, as on
Record Date where details of demat accounts are not provided by Eligible Equity Shareholders to our
Company or Registrar; or (g) non-institutional equity shareholders in the United States.

c) Application by Resident Eligible Equity Shareholders holding Equity Shares in physical form:

Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI
ICDR Master Circular, the credit of Rights Entitlements and Allotment of Equity Shares shall be made
in dematerialised form only.

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 Such Eligible Equity Shareholders holding shares in physical form, as applicable, can update the details
of their respective demat accounts on the website of the Registrar (i.e. www.bigshareonline.com).
Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date
and desirous of subscribing to Equity Shares in this Issue are advised to furnish their relevant details
(such as copies of self-attested PAN and details of address proof by way of uploading on Registrar
website the records confirming the legal and beneficial ownership of their respective Equity Shares)
along with the details of their demat account to the Registrar or our Company at least two Working Days
prior to the Issue Closing Date, to enable the credit of their Rights Entitlements in their respective demat
accounts at least one day before the Issue Closing Date, to enable such Eligible Equity Shareholders to
make an application in the Issue, and this communication shall serve as an intimation to such Eligible
Equity Shareholders in this regard. Such Eligible Equity Shareholders can make an Application only
after the Rights Entitlements is credited to their respective demat accounts.

Such Resident Eligible Equity Shareholders are also requested to ensure that their demat account, details
of which have been provided to the Company or the Registrar account is active to facilitate the
aforementioned transfer.

In accordance with the SEBI ICDR Master Circular, the Resident Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date and who have not furnished the details of their demat
account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date shall
not be eligible to make an Application for Rights Equity Shares against their Rights Entitlements with
respect to the equity shares held in physical form.

d) Application for Additional Equity Shares:

Investors are eligible to apply for additional Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Equity Shares under applicable law and they have applied for
all the Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in
part. Where the number of additional Equity Shares applied for exceeds the number available for
Allotment, the Allotment would be made as per the Basis of Allotment finalised in consultation with the
Designated Stock Exchange. Applications for additional Equity Shares shall be considered and Allotment
shall be made in accordance with the SEBI ICDR Regulations and in the manner as set out in "Basis of
Allotment" beginning on page 200 of this Draft Letter of Offer.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional
Equity Shares. Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply
for additional Equity Shares.

Investors to kindly note that after purchasing the Rights Entitlements through On Market Renunciation /
Off Market Renunciation, an Application has to be made for subscribing to the Rights Equity Shares. If
no such Application is made by the Renouncee on or before Issue Closing Date, then such Rights
Entitlements will get lapsed and shall be extinguished after the Issue Closing Date and no Rights Equity
Shares for such lapsed Rights Entitlements will be credited. For procedure of Application by shareholders
who have purchased the Right Entitlement through On Market Renunciation / Off Market Renunciation,
please refer to the heading titled "Procedure for Application through the ASBA process" beginning on
page 185 of this Draft Letter of Offer.

e) Other important links and helpline:

The Investors can visit following links for the below-mentioned purposes:
• Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on
the Application process and resolution of difficulties faced by the Investors:
www.bigshareonline.com
• Updation of Indian address/ email address/ mobile number in the records maintained by the
Registrar or our Company i.e. Link Intime India Private Limited: www.bigshareonline.com
• Updation of demat account details by Eligible Equity Shareholders holding shares in physical
form, as applicable: www.bigshareonline.com; and

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• Submission of self-attested PAN, client master sheet and demat account details by non-resident
Eligible Shareholders: [●]

Renouncees

All rights or obligations of the Eligible Equity Shareholders in relation to Applications and refunds
relating to the Issue shall, unless otherwise specified, apply to the Renouncee(s) as well.

Authority for the Issue

The Board of Directors in its meeting dated August 09, 2024, have authorised this Issue under Section
62(1)(a) of the Companies Act, 2013.

This Draft Letter of Offer is approved by our Board of Directors pursuant to its circular resolution dated
September 30, 2024. The Board of Directors has in their meeting held on [●] approved the Letter of
Offer. The Rights Issue Committee has in their meeting held on [●] determined the Issue Price at [●] per
Equity Share (including a premium of ₹ [●] per Equity Share), the Rights Entitlement as [●] Rights
Equity Share(s) for every [●] fully paid-up Equity Share(s) held on the Record Date. Our Company has
received in-principle approval from BSE in accordance with Regulation 28 of the SEBI Listing
Regulations for listing of the Rights Equity Shares to be allotted in the Issue pursuant to letters dated [●]
and [●] respectively. Our Company will also make applications to BSE to obtain their trading approvals
for the Rights Entitlements as required under the SEBI ICDR Master Circular. The Issue Price is ₹ [●]
per Equity Share and has been arrived at by our Company in consultation with the Lead Managers prior
to determination of the Record Date.

Our Company has been allotted the ISIN: [●] for the Rights Entitlements to be credited to the respective
demat accounts of the Equity Shareholders of our Company. The said ISIN shall remain frozen (for debit)
until the Issue Opening Date. For details, please refer to the section entitled "Terms of the Issue"
beginning on page 174 of this Draft Letter of Offer.

Basis for the Issue

The Rights Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders
whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of
the Equity Shares held dematerialized form and on the register of members of our Company in respect
of the Equity Shares held in physical form at the close of business hours on the Record Date, decided in
consultation with the Designated Stock Exchange, but excludes persons not eligible under the applicable
laws, rules, regulations and guidelines.

Rights Entitlement ("REs") (Rights Equity Shares)

Eligible Equity Shareholders whose names appear as a beneficial owner in respect of the Equity Shares
held in dematerialized form or appear in the register of members as an Equity Shareholder of our
Company in respect of the Equity Shares held in physical form as on the Record Date, i.e., [●], are
entitled to the number of Rights Equity Shares as set out in the Application Form / in the Rights
Entitlement Letter.

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the
website of the Registrar to the Issue www.bigshareonline.com by entering their DP ID and Client ID or
Folio Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form). The link
for the same shall also be available on the website of our Company: www.sunshieldchemicals.com.

In this regard, our Company has made necessary arrangements with NSDL and CDSL for crediting the
Rights Entitlements to the demat accounts of the Eligible Equity Shareholders in a dematerialized form.
A separate ISIN for the Rights Entitlements has also been generated which is ISIN: [●]. The said ISIN
shall remain frozen (for debit) until the Issue Opening Date. The said ISIN shall be suspended for transfer
by the Depositories post the Issue Closing Date.

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Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat
accounts of the Eligible Equity Shareholders and the demat escrow account to the Stock Exchanges after
completing the corporate action. The details of the Rights Entitlements with respect to each Eligible
Equity Shareholders can be accessed by such respective Eligible Equity Shareholders on the website of
the Registrar after keying in their respective details along with other security control measures
implemented thereat.

Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders
before the Issue Opening Date in dematerialised form only. Further, if no Application is made by the
Eligible Equity Shareholders or the Renouncees of Rights Entitlements on or before Issue Closing Date,
such Rights Entitlements shall lapse and shall be extinguished after the Issue Closing Date. No Rights
Equity Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were
purchased from market or off-market and purchaser will lose the premium paid to acquire the Rights
Entitlements. Persons who are credited with the Rights Entitlements are required to make an Application
and apply for Equity Shares offered under the Rights Issue, if they want to apply for Rights Equity Shares
offered under Rights Issue for subscribing to the Rights Equity Shares offered under Issue.

If the Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not
provided the details of their demat accounts to our Company or to the Registrar, shall not be eligible to
make an Application for Rights Equity Shares against their Rights Entitlements with respect to the equity
shares held in physical form. Such Eligible Equity Shareholders can make an Application only after the
Rights Entitlements is credited to their respective demat accounts.

PRINCIPAL TERMS OF THE RIGHTS EQUITY SHARES ISSUED UNDER THIS ISSUE

Face Value

Each Rights Equity Share will have a face value of ₹10.

Issue Price

Each Rights Equity Share is being offered at a price of ₹ [●] per Rights Equity Share in the Issue.

The Rights Equity Shares issued in this Issue will be fully paid-up. The Issue Price and other relevant
conditions are in accordance with Regulation 10(4) of the SEBI Takeover Regulations.

The Issue Price is ₹ [●] per Equity Share and has been arrived at by our Company in consultation with
the Lead Managers prior to determination of the Record Date.

Rights Entitlement Ratio

The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the
ratio of [●] Rights Equity Share(s) for every [●] Equity Share(s) held on the Record Date.

Rights of instrument holder

Each Rights Equity Share shall rank pari passu with the existing Equity Shares of the Company.

Terms of Payment

The entire amount of the Issue Price of ₹ [●] per Rights Equity Share shall be payable at the time of
Application.

Fractional Entitlements

The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio
of [●] Rights Equity Share(s) for every [●] Equity Share(s) held on the Record Date. For Rights Equity
Shares being offered on a rights basis under the Issue, if the shareholding of any of the Eligible Equity

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Shareholders is less than [●] Equity Share(s) or not in the multiple of [●], the fractional entitlement of
such Eligible Equity Shareholders shall be ignored in the computation of the Rights Entitlement.
However, the Eligible Equity Shareholders whose fractional entitlements are being ignored as above will
be given preferential consideration for the Allotment of one Additional Rights Equity Share each if they
apply for Additional Rights Equity Shares over and above their Rights Entitlement, if any.

For example, if an Eligible Equity Shareholder holds [●] Equity Shares, such Shareholder will be entitled
to [●] Rights Equity Shares on a rights basis and will also be given a preferential consideration for the
Allotment of one Additional Rights Equity Share if the Shareholder has applied for Additional Rights
Equity Share if such Eligible Equity Shareholder has applied for Additional Rights Equity Shares, over
and above his/her Rights Entitlements, subject to availability of Equity Shares in the Issue post allocation
towards Rights Entitlements applied for.

Also, those Equity Shareholders holding less than [●] Equity Shares and therefore entitled to ‘Zero’
Rights Equity Share under this Issue shall be dispatched an Application Form with ‘Zero’ entitlement.
Such Eligible Equity Shareholders are entitled to apply for Additional Rights Equity Shares and would
be given preference in the Allotment of 1 (one) Additional Rights Equity Share, if such Equity
Shareholders have applied for the Additional Rights Equity Shares. However, they cannot renounce the
same to third parties. Application Forms with zero entitlement will be non-negotiable/non-renounceable.

Ranking

The Rights Equity Shares to be issued and allotted pursuant to the Issue shall be subject to the provisions
of this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter,
the Application Form, and Memorandum of Association and the Articles of Association provisions of
the Companies Act, 2013, FEMA, the SEBI ICDR Regulations, the SEBI LODR Regulations, and the
guidelines, notifications and regulations issued by SEBI, the Government of India and other statutory
and regulatory authorities from time to time, the terms of the Listing Agreements entered into by our
Company with the Stock Exchanges and the terms and conditions as stipulated in the Allotment Advice.
The Rights Equity Shares to be issued and allotted pursuant to the Issue shall rank pari passu with the
existing Equity Shares of our Company, in all respects including dividends.

Mode of payment of dividend

In the event of a declaration of dividend, our Company shall pay dividend to the Eligible Equity
Shareholders as per the provisions of the Companies Act and the provisions of the Articles of
Association.

Listing and trading of the Rights Equity Shares to be issued pursuant to the Issue

As per the SEBI ICDR Master Circular, the Rights Entitlements with a separate ISIN would be credited
to the demat account of the respective Eligible Equity Shareholders before the Issue Opening Date. On
the Issue Closing Date, the Depositories will suspend the ISIN of Rights Entitlements for transfer and
once the Allotment is done post the Basis of Allotment approved by the Designated Stock Exchange, the
separate ISIN no. [●] for Rights Entitlements so obtained will be permanently deactivated from the
Depository system.

The existing Equity Shares of our Company are listed and traded under the ISIN: INE199E01014 on
BSE (Scrip Code: 539992) (Symbol: SUNSHIEL). The Investors shall be able to trade their Rights
Entitlements either through On Market Renunciation or through Off Market Renunciation. The trades
through On Market Renunciation and Off Market Renunciation will be settled by transferring the Rights
Entitlements through the depository mechanism.

Subject to receipt of the listing and trading approvals, the Rights Equity Shares proposed to be issued on
a rights basis shall be listed and admitted for trading on the Stock Exchanges. Our Company has received
in-principle approval from BSE through letter dated [●] respectively. All steps for completion of
necessary formalities for listing and commencement of trading in the equity shares will be taken within
7 working days from the finalization of the Basis of Allotment. Our Company will apply to BSE for final

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approval for the listing and trading of the Rights Equity Shares subsequent to their Allotment. No
assurance can be given regarding the active or sustained trading in the Rights Equity Shares or the price
at which the Rights Equity Shares offered under the Issue will trade after the listing thereof.

The temporary ISIN shall be kept blocked till the receipt of final listing and trading approval from the
BSE. Upon receipt of such listing and trading approvals, the Rights Equity Shares proposed to be issued
pursuant to the Issue shall be debited from such temporary ISIN and credited in the existing ISIN and
thereafter be available for trading under the existing ISIN as fully paid-up Equity Shares of our Company
and the temporary ISIN shall be permanently deactivated in the depository system of CDSL and NSDL.

Unless otherwise permitted by the SEBI ICDR Regulations, the Rights Equity Shares allotted pursuant
to the Issue will be listed as soon as practicable and all steps for completion of the necessary formalities
for listing and commencement of trading of the Rights Equity Shares shall be taken within the specified
time prescribed under the SEBI ICDR Regulations. The listing and trading of the Rights Equity Shares
issued pursuant to the Issue shall be based on the current regulatory framework then applicable.
Accordingly, any change in the regulatory regime would affect the listing and trading schedule. If
permissions to list, deal in and for an official quotation of the Rights Equity Shares are not granted by
BSE, our Company shall within four days of receipt of intimation from the Stock Exchanges, rejecting
the application for listing of the Rights Equity Shares, forthwith refund through verifiable means/unblock
the respective ASBA Accounts, the entire monies received/blocked, without interest, all moneys received
from the Applicants in pursuance of the Letter of Offer. If such money is not refunded/ unblocked within
four days after our Company becomes liable to repay it, then our Company and every Director who is an
officer in default shall, on and from such expiry of fourth day, be jointly and severally liable to repay the
money, with interest at rates prescribed under applicable law. For details of trading and listing of Rights
Equity Shares, please refer to the heading "Terms of Payment" beginning on page 180 of this Draft Letter
of Offer.

Subscription to the Issue by our Promoters and Promoter Group

For details of the intent and extent of the subscription by our Promoters and Promoter Group, please refer
to "Capital Structure – Intention and extent of participation by our Promoters and Promoter Group
in the Issue" beginning on page 48 of this Draft Letter of Offer

Rights of holders of Equity Shares

Subject to applicable laws, the Equity Shareholders who have been Allotted Rights Equity Shares
pursuant to the Issue shall have the following rights:
• The right to receive dividend, if declared;
• The right to vote in person, or by proxy;
• The right to receive offers for rights shares and be allotted bonus shares, if announced;
• The right to receive surplus on liquidation;
• The right of free transferability of Equity Shares;
• The right to attend general meetings and exercise voting powers in accordance with law, unless
prohibited/restricted by law; and
• Such other rights as may be available to a shareholder of a listed public company under the
Companies Act, the Memorandum of Association and the Articles of Association.

General terms of the Issue

Market Lot

The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Equity
Shares in dematerialized mode is one Equity Share.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to
hold such Equity Share as the joint holders with the benefit of survivorship subject to the provisions

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contained in the Articles of Association. In case of Equity Shares held by joint holders, the Application
submitted in physical mode to the Designated Branch of the SCSBs would be required to be signed by
all the joint holders (in the same order as appearing in the records of the Depository) to be considered as
valid for allotment of Equity Shares offered in the Issue.

Nomination

The nomination facility is available in respect of the Rights Equity Shares in accordance with the
provisions of the Section 72 of the Companies Act read with Rule 19 of the Companies (Share Capital
and Debenture) Rules, 2014. An Investor can nominate any person by filling the relevant details in the
Application Form in the space provided for this purpose.

Since the Allotment of Rights Equity Shares is in dematerialized form only, there is no need to
make a separate nomination for the Rights Equity Shares to be Allotted in the Issue. Nominations
registered with respective Depository Participant of the Investor would prevail. Any Investor
holding Equity Shares in dematerialised form and desirous of changing the existing nomination is
requested to inform its respective Depository Participant.

Arrangements for Disposal of Odd Lots

Our Equity Shares are traded in dematerialized form only and therefore the marketable lot is one Equity
Share and hence, no arrangements for disposal of odd lots are required.

Restrictions on transfer and transmission of shares and on their consolidation/splitting

There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued
pursuant to this Issue.

However, the Investors should note that pursuant to provisions of the SEBI Listing Regulations, with
effect from April 01, 2019, except in case of transmission or transposition of securities, the request for
transfer of securities shall not effect unless the securities are held in the dematerialized form with a
depository.

Notices

In accordance with the SEBI ICDR Regulations, SEBI ICDR Master Circular and MCA General Circular
No. 21/2020, our Company will send, through email and registered/speed post, the Letter of Offer,
Abridged Letter of Offer, the Rights Entitlement Letter, Application Form and other Issue Material only
to the Eligible Equity Shareholders who have provided an Indian address to our Company. In case the
Eligible Equity Shareholders have provided their valid e-mail address, the Issue Materials will be sent
only to their valid e-mail address and in case the Eligible Equity Shareholders have not provided their e-
mail address, then the Issue Materials will be dispatched, on a reasonable effort basis, to the Indian
addresses provided by them.

Further, our Company along with the Lead Managers will undertake all adequate steps to reach out the
Eligible Equity Shareholders who have provided their Indian address through other means, as may be
feasible.

Please note that neither our Company nor the Registrar nor the Lead Managers shall be
responsible for not sending the physical copies of Issue Materials, including the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form or delay in the
receipt of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the
Application Form attributable to non-availability of the e-mail addresses of Eligible Equity
Shareholders or electronic transmission delays or failures, or if the Application Forms or the
Rights Entitlement Letters are delayed or misplaced in the transit.

All notices to the Eligible Equity Shareholders required to be given by our Company shall be published
in one English language national daily newspaper with wide circulation, one Hindi language national

183
daily newspaper with wide circulation and a Marathi language daily newspaper (Marathi being the
regional language in the place where our Registered and Corporate Office is located).

This Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer and the Application Form shall
also be submitted with the Stock Exchanges for making the same available on their websites.

PROCEDURE FOR APPLICATION

How to Apply

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI ICDR Master Circular and
ASBA Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to
use the ASBA process. Investors should carefully read the provisions applicable to such Applications
before making their Application through ASBA.

The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to
make Applications in the Issue basis the Rights Entitlement credited in their respective demat accounts
or demat escrow account, as applicable. For further details on the Rights Entitlements and demat escrow
account, see "Terms of Issue- Credit of Rights Entitlements in demat accounts of Eligible Equity
Shareholders" on page 177 of this Draft Letter of Offer.

Further, the resident Eligible Equity Shareholders holding Equity Shares in physical form as on the
Record Date can apply for this Issue through ASBA facility. For details of procedure for application by
the resident Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date,
please refer to "Procedure for Application by Resident Eligible Equity Shareholders holding Equity
Shares in physical form" beginning on page 177 of this Draft Letter of Offer.

Please note that one single Application Form shall be used by Investors to make Applications for all
Rights Entitlements available in a particular demat account or entire respective portion of the Rights
Entitlements in the demat suspense escrow account in case of resident Eligible Equity Shareholders
holding shares in physical form, as applicable, as on Record Date and applying in the Issue, as applicable.
In case of Investors who have provided details of demat account in accordance with the SEBI ICDR
Regulations, such Investors will have to apply for the Rights Equity Shares from the same demat account
in which they are holding the Rights Entitlements and in case of multiple demat accounts, the Investors
are required to submit a separate Application Form for each demat account.

The Lead Managers, our Company, its directors, its employees, affiliates, associates and their respective
directors and officers, and the Registrar shall not take any responsibility for acts, mistakes, errors,
omissions and commissions etc. in relation to Applications accepted by SCSBs, Applications uploaded
by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded
without blocking funds in the ASBA Accounts.

In case of Investors who have provided details of demat account in accordance with the SEBI ICDR
Regulations, such Investors will have to apply for the Rights Equity Shares from the same demat account
in which they are holding the Rights Entitlements and in case of multiple demat accounts, the Investors
are required to submit a separate Application Form for each demat account. Investors may accept this
Issue and apply for the Rights Equity Shares by submitting the Application Form to the Designated
Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made available
by such SCSB) for authorising such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts. Prior to making an Application, such Investors should enable the
internet banking of their respective bank accounts, and such Investors should ensure that the respective
bank accounts have sufficient funds. Please note that Applications made with payment using third party
bank accounts are liable to be rejected.

Investors are also advised to ensure that the Application Form is correctly filled up stating therein, (i)
the ASBA Account (in case of Application through ASBA process) in which an amount equivalent to
the amount payable on Application as stated in the Application Form will be blocked by the SCSB; or
(ii) the requisite internet banking.

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Please note that Applications without depository account details shall be treated as incomplete and
shall be rejected. Applicants should note that they should very carefully fill-in their depository
account details and PAN number in the Application Form or while submitting application through
online/electronic Application through the website of the SCSBs (if made available by such SCSB).
Incorrect depository account details or PAN number could lead to rejection of the Application.
For details, please refer to "Grounds for Technical Rejection" beginning on page 197 of this Draft
Letter of Offer. Our Company, the Lead Managers, the Registrar and the SCSB shall not be liable
for any incorrect demat details provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept
the offer to participate in this Issue by making plain paper Applications. Please note that Eligible Equity
Shareholders making an application in this Issue by way of plain paper applications shall not be permitted
to renounce any portion of their Rights Entitlements. For details, please refer to "Applications on Plain
Paper under ASBA process" beginning on page 189 of this Draft Letter of Offer.

Options available to the Eligible Equity Shareholders

The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the Eligible
Equity Shareholder is entitled to. Details of each Eligible Equity Shareholders Rights Entitlement will
be sent to the Eligible Equity shareholder separately along with the Application Form and other Issue
Materials would also be available on the website of the Registrar to the Issue at www.bigshareonline.com
and link of the same would also be available on the website of our Company at
(www.sunshieldchemicals.com) Respective Eligible Equity Shareholder can check their entitlement by
keying their requisite details therein.

If the Eligible Equity Shareholder applies in the Issue, then such Eligible Equity Shareholders will have
the option to:

i. apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or
ii. apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without
renouncing the other part); or
iii. apply for Rights Equity Shares to the extent of part of its Rights Entitlements and renounce the
other part of its Rights Entitlements; or
iv. apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for
Additional Rights Equity Shares; or
v. renounce its Rights Entitlements in full.

In accordance with the SEBI ICDR Master Circular, the resident Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date and who have furnished the details of their demat
account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date i.e.
[●], desirous of subscribing to Rights Equity Shares may also apply in this Issue during the Issue Period
through ASBA mode. Such resident Eligible Equity Shareholders must check the procedure for
Application in "Procedure for Application by Resident Eligible Equity Shareholders holding Equity
Shares in physical form" beginning on page 177 of this Draft Letter of Offer.

Procedure for Application through the ASBA process

An Investor, wishing to participate in the Issue through the ASBA facility, is required to have an ASBA
enabled bank account with SCSBs, prior to making the Application. Investors desiring to make an
Application in this Issue through ASBA process, may submit the Application Form to the Designated
Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made available
by such SCSB) for authorizing such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts.

Investors should ensure that they have correctly submitted the Application Form and have otherwise
provided an authorisation to the SCSB, via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Application Money mentioned in the Application Form, as the case may be, at the time

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of submission of the Application.

Self-Certified Syndicate Banks

For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please
refer to https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For
details on Designated Branches of SCSBs collecting the Application Form, please refer the above-
mentioned link. Please note that subject to SCSBs complying with the requirements of SEBI Circular
No. CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, ASBA
Applications may be submitted at the Designated Branches of the SCSBs, in case of Applications made
through ASBA facility. Further, in terms of the SEBI circular bearing reference number
CIR/CFD/DIL/1/2013 dated January 02, 2013, it is clarified that for making Applications by SCSBs on
their own account using ASBA facility, each such SCSB should have a separate account in its own name
with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose of making an
Application in the Issue and clear demarcated funds should be available in such account for such an
Application.

The Lead Managers, our Company, its directors, its employees, affiliates, associates and their respective
directors and officers and the Registrar shall not take any responsibility for acts, mistakes, errors,
omissions and commissions etc., in relation to Applications accepted by SCSBs, Applications uploaded
by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded
without blocking funds in the ASBA Accounts.

Investors applying through the ASBA facility should carefully read the provisions applicable to such
Applications before making their Application through the ASBA process.

Acceptance of this Issue

Investors may accept this Issue and apply for the Rights Equity Shares by submitting the Application
Form to the Designated Branch of the SCSB or online/electronic Application through the website of the
SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money
payable on the Application in their respective ASBA Accounts. Please note that on the Issue Closing
Date, (i) Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time)
or such extended time as permitted by the Stock Exchanges.

Applications submitted to anyone other than the Designated Branches of the SCSB are liable to be
rejected.

Investors can also make Application on plain paper under ASBA process mentioning all necessary details
as mentioned under the section "Applications on Plain Paper under ASBA process" beginning on page
189 of this Draft Letter of Offer.

Additional Rights Equity Shares

Investors are eligible to apply for Additional Rights Equity Shares over and above their Rights
Entitlements, provided that they are eligible to apply for Rights Equity Shares under applicable law and
they have applied for all the Rights Equity Shares forming part of their Rights Entitlements without
renouncing them in whole or in part. Applications for Additional Rights Equity Shares shall be
considered and allotment shall be made at the sole discretion of the Board, subject to applicable sectoral
caps, and in consultation if necessary with the BSE in the manner prescribed under the section titled
"Terms of the Issue" beginning on page 174 of this Draft Letter of Offer. Applications for Additional
Rights Equity Shares shall be considered and Allotment shall be made in accordance with the SEBI ICDR
Regulations and in the manner prescribed under the section "Basis of Allotment" beginning on page 200
of this Draft Letter of Offer.

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 Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for Additional
Rights Equity Shares.

Applications by Overseas Corporate Bodies

By virtue of the Circular No. 14 dated September 16, 2003, issued by the RBI, Overseas Corporate
Bodies ("OCBs"), have been derecognized as an eligible class of investors and the RBI has subsequently
issued the Foreign Exchange Management (Withdrawal of General Permission to OCBs) Regulations,
2003.

Accordingly, the existing Eligible Equity Shareholders of our Company who do not wish to subscribe to
the Rights Equity Shares being offered but wish to renounce the same in favour of Renouncee shall not
be able to renounce the same (whether for consideration or otherwise), in favour of OCB(s). The RBI
has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 08, 2003, that
OCBs which are incorporated and are not and were not at any time subject to any adverse notice from
the RBI, are permitted to undertake fresh investments as incorporated non-resident entities in terms of
Regulation 5(1) of RBI Notification No.20/2000-RB dated May 03, 2000, under the foreign direct
investment scheme with the prior approval of Government of India if the investment is through the
government approval route and with the prior approval of RBI if the investment is through automatic
route on case by case basis. Any Investor being an OCB is required not to be under the adverse notice of
RBI and in order to apply for the Issue as an incorporated non-resident must do so in accordance with
the FDI Policy and FEMA Rules. Further, while investing in the Issue, the Investors are deemed to have
obtained the necessary approvals, as required, under applicable laws and the obligation to obtain such
approvals shall be upon the Investors. Our Company shall not be under an obligation to obtain any
approval under any of the applicable laws on behalf of the Investors and shall not be liable in case of
failure on part of the Investors to obtain such approvals. Eligible Equity Shareholders renouncing their
rights in favour of such OCBs may do so provided such Renouncee obtains a prior approval from the
RBI. On submission of such RBI approval to our Company at our Registered Office, the OCB shall
receive the Abridged Letter of Offer and the Application Form.

RENUNCIATION AND TRADING OF RIGHTS ENTITLEMENT

◼ Renouncees

All rights and obligations of the Eligible Equity Shareholders in relation to Applications and refunds
pertaining to the Issue shall apply to the Renouncee(s) as well.

◼ Renunciation of Rights Entitlements

The Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights
Entitlements credited to their respective demat account either in full or in part.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa
shall be subject to provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI
or the Ministry of Finance from time to time. However, the facility of renunciation shall not be available
to or operate in favour of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in
compliance with the FEMA Rules and other circular, directions, or guidelines issued by RBI or the
Ministry of Finance from time to time.

The renunciation of Rights Entitlements credited in your demat account can be made either by sale of
such Rights Entitlements, using the secondary market platform of the Stock Exchanges or through an off
market transfer. In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 06,
2020 read with SEBI circular SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020, the Eligible
Equity Shareholders, who hold Equity Shares in physical form, as applicable, as on Record Date and
who have not furnished the details of their demat account to the Registrar or our Company at least two
Working Days prior to the Issue Closing Date, will not be able to renounce their Rights Entitlements

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◼ Procedure for Renunciation of Rights Entitlements

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective
demat accounts, either in full or in part (a) by using the secondary market platform of the Stock
Exchanges (the “On Market Renunciation”); or (b) through an off–market transfer (the “Off Market
Renunciation”), during the Renunciation Period. The Investors should have the demat Rights
Entitlements credited/lying in his/her own demat account prior to the renunciation. The trades through
On Market Renunciation and Off Market Renunciation will be settled by transferring the Rights
Entitlements through the depository mechanism.

In accordance with the SEBI ICDR Master Circular, the resident Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date shall be required to provide their demat account details
to our Company or the Registrar to the Issue for credit of REs not later than two working days prior to
issue closing date, such that credit of REs in their demat account takes place at least one day before issue
closing date, thereby enabling them to renounce their Rights Entitlements through Off Market
Renunciation.

Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading
in the Rights Entitlements. Investors who intend to trade in the Rights Entitlements should consult their
tax advisor or stockbroker regarding any cost, applicable taxes, charges and expenses (including
brokerage) that may be levied for trading in Rights Entitlements.

Our Company and the Lead Managers accept no responsibility to bear or pay any cost, applicable
taxes, charges and expenses (including brokerage), and such costs will be incurred solely by the
Investors.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the
Investors on or before the Issue Closing Date shall lapse and shall be extinguished after the Issue
Closing Date.

a) On Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective
demat accounts by trading/selling them on the secondary market platform of the Stock Exchanges
through a registered stockbroker in the same manner as the existing Equity Shares of our Company.

In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI ICDR Master Circular,
the Rights Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders
shall be admitted for trading on the Stock Exchanges under ISIN [●] subject to requisite approvals. Prior
to the Issue Opening Date, our Company will obtain approval from the Stock Exchanges for trading of
Rights Entitlement. No assurance can be given regarding the active or sustained On Market Renunciation
or the price at which the Rights Entitlements will trade. The details for trading in Rights Entitlements
will be as specified by the Stock Exchanges from time to time.

The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights
Entitlements is 1 (one) Rights Entitlements.

The On Market Renunciation shall take place only during the Renunciation Period for On Market
Renunciation, i.e., [●] to [●] (both days inclusive).

The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to
do so through their registered stockbrokers by quoting the ISIN [●] and indicating the details of the
Rights Entitlements they intend to sell. The Investors can place order for sale of Rights Entitlements only
to the extent of Rights Entitlements available in their demat account.

The On Market Renunciation shall take place electronically on secondary market platform of BSE under
automatic order matching mechanism and on ‘T+1 rolling settlement basis’, where ‘T’ refers to the date
of trading. The transactions will be settled on a trade-for-trade basis. Upon execution of the order, the

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 stockbroker will issue a contract note in accordance with the requirements of the Stock Exchanges and
the SEBI.

b) Off Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective
demat accounts by way of an off-market transfer through a Depository Participant. The Rights
Entitlements can be transferred in dematerialised form only.

Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the
Renouncees on or prior to the Issue Closing Date to enable Renouncees to subscribe to the Rights Equity
Shares in the Issue.

The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have
to do so through their Depository Participant by issuing a delivery instruction slip quoting the ISIN [●],
the details of the buyer and the details of the Rights Entitlements they intend to transfer. The buyer of
the Rights Entitlements (unless already having given a standing receipt instruction) has to issue a receipt
instruction slip to their Depository Participant. The Investors can transfer Rights Entitlements only to the
extent of Rights Entitlements available in their demat account.

The instructions for transfer of Rights Entitlements can be issued during the working hours of the
depository participants. The detailed rules for transfer of Rights Entitlements through off-market transfer
shall be as specified by the NSDL and CDSL from time to time.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa
shall be subject to provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI
or the Ministry of Finance from time to time. However, the facility of renunciation shall not be available
to or operate in favour of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in
compliance with the FEMA Rules and other circular, directions, or guidelines issued by RBI or the
Ministry of Finance from time to time.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the
Investors on or before the Issue Closing Date shall lapse and shall be extinguished after the Issue
Closing Date.

Applications on Plain Paper under ASBA process

An Eligible Equity Shareholder who is eligible to apply under the ASBA process may make an
Application to subscribe to this Issue on plain paper in case of non-receipt of Application Form as
detailed above and only such plain paper applications which provide all the details required in terms of
Regulation 78 of SEBI ICDR Regulations shall be accepted by SCSBs.

Alternatively, Eligible Equity Shareholders may also use the Application Form available online on the
websites of our Company, the Registrar to the Issue, the Lead Managers, the Stock Exchanges to provide
requisite details.

An Eligible Equity Shareholder shall submit the plain paper Application to the Designated Branch of the
SCSB for authorising such SCSB to block Application Money in the said bank account maintained with
the same SCSB. Applications on plain paper will not be accepted from any address outside India.

Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall
not be entitled to renounce their Rights Entitlements and should not utilize the Application Form for any
purpose including renunciation even if it is received subsequently.

The application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders,
in the same order and as per specimen recorded with his bank, must reach the office of the Designated

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Branch of the SCSB before the Issue Closing Date and should contain the following particulars:
• Name of our Issuer, being Sunshield Chemicals Limited;
• Name and address of the Eligible Equity Shareholder including joint holders (in the same order
and as per specimen recorded with our Company or the Depository);
• Registered Folio Number/ DP and Client ID No.;
• Number of Equity Shares held as on Record Date;
• Allotment option preferred - only Demat form;
• Number of Rights Equity Shares entitled to;
• Number of Rights Equity Shares applied for;
• Number of Additional Rights Equity Shares applied for, if any;
• Total number of Rights Equity Shares applied for within the Right Entitlements;
• Total amount paid at the rate of ₹ [●] per Rights Equity Share;
• Details of the ASBA Account such as the account number, name, address and branch of the
relevant SCSB;
• In case of NR Eligible Equity Shareholders making an application with an Indian address,
details of the NRE/FCNR/NRO Account such as the account number, name, address and branch
of the SCSB with which the account is maintained;
• Except for Applications on behalf of the Central or State Government, the residents of Sikkim
and officials appointed by the courts, PAN of the Eligible Equity Shareholder and for each
Eligible Equity Shareholder in case of joint names, irrespective of the total value of the Rights
Equity Shares applied for pursuant to the Issue. Documentary evidence for exemption to be
provided by the Applicants;
• Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the
Application Money in the ASBA Account;
• Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same
sequence and order as they appear in the records of the SCSB);
• Additionally, all such Applicants are deemed to have accepted the following:

"I/We understand that neither the Rights Entitlement nor the Rights Equity Shares have been, and will
be, registered under the United States Securities Act of 1933, as amended ("US Securities Act") or any
United States state securities laws, and may not be offered, sold, resold or otherwise transferred within
the United States or to the territories or possessions thereof ("United States") or to, or for the account
or benefit of a United States person as defined in the Regulation S of the US Securities Act ("Regulation
S"). I/ we understand the Rights Equity Shares referred to in this application are being offered in India
but not in the United States. I/ we understand the offering to which this application relates is not, and
under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights
Entitlement for sale in the United States, or as a solicitation therein of an offer to buy any of the said
Rights Equity Shares or Rights Entitlement in the United States. Accordingly, I/ we understand this
application should not be forwarded to or transmitted in or to the United States at any time. I/ we confirm
that I/ we are not in the United States and understand that neither us, nor the Registrar, or any other
person acting on behalf of us will accept subscriptions from any person, or the agent of any person, who
appears to be, or who we, the Registrar, or any other person acting on behalf of us have reason to believe
is a resident of the United States "U.S. Person" (as defined in Regulation S) or is ineligible to participate
in the Issue under the securities laws of their jurisdiction.

"I/ We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in
any jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person
to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result
in compliance with any applicable laws or regulations. We satisfy, and each account for which we are
acting satisfies, all suitability standards for investors in investments of the type subscribed for herein
imposed by the jurisdiction of our residence.

I/ We understand and agree that the Rights Entitlement and Rights Equity Shares may not be reoffered,
resold, pledged or otherwise transferred except in an offshore transaction in compliance with Regulation
S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act.

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 I/We (i) am/are, and the person, if any, for whose account I/we am/are acquiring such Rights Entitlement,
and/or the Equity Shares, is/are outside the United States or a Qualified Institutional Buyer (as defined
in the US Securities Act), and (ii) is/are acquiring the Rights Entitlement and/or the Equity Shares in an
offshore transaction meeting the requirements of Regulation S or in a transaction exempt from, or not
subject to, the registration requirements of the US Securities Act.

I/ We hereby make representations, warranties and agreements set forth herein.

I/We acknowledge that the Company, the Lead Managers, its affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties and agreements set forth therein."

In cases where Multiple Application Forms are submitted for Applications pertaining to Rights
Entitlements credited to the same demat account or in demat escrow account, including cases where an
Investor submits Application Forms along with a plain paper Application, such Applications shall be
liable to be rejected.

Investors are requested to strictly adhere to these instructions. Failure to do so could result in an
Application being rejected, with our Company and the Registrar not having any liability to the Investor.
The plain paper Application format will be available on the website of the Registrar at
www.bigshareonline.com

Our Company, the Lead Managers and the Registrar shall not be responsible if the Applications are not
uploaded by SCSB, or funds are not blocked in the Investors’ ASBA Accounts on or before the Issue
Closing Date.

◼ Making of an Application by Eligible Equity Shareholders holding Equity Shares in physical form

◼ Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI
ICDR Master Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be
made in dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in
physical form as on Record Date and desirous of subscribing to Rights Equity Shares in the Issue are
advised to furnish the details of their demat account to the Registrar or our Company at least two clear
Working Days prior to the Issue Closing Date, to enable the credit of their Rights Entitlements in their
respective demat accounts at least one day before the Issue Closing Date.

Prior to the Issue Opening Date, the Rights Entitlements of those Eligible Equity Shareholders, among
others, who hold Equity Shares in physical form, as applicable, and whose demat account details are not
available with our Company or the Registrar, shall be credited in a demat suspense escrow account
opened by our Company.

Eligible Equity Shareholders, who hold Equity Shares in physical form, as applicable, as on Record Date
and who have opened their demat accounts after the Record Date, shall adhere to following procedure
for participating in the Issue:

(a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s),
address, e-mail address, contact details and the details of their demat account along with copy
of self-attested PAN and self-attested client master sheet of their demat account either by e-
mail, post, speed post, courier, or hand delivery so as to reach to the Registrar no later than two
clear Working Days prior to the Issue Closing Date;
(b) The Registrar shall, after verifying the details of such demat account, transfer the Rights
Entitlements of such Eligible Equity Shareholders to their demat accounts at least one day
before the Issue Closing Date;
(c) The remaining procedure for Application shall be same as set out in "- Making of an
Application by Eligible Equity Shareholders on Plain Paper under ASBA process" on page
189.
(d) In accordance with the SEBI ICDR Master Circular, the resident Eligible Equity Shareholders,
who hold Equity Shares in physical form as on Record Date shall be required to provide their
demat account details to our Company or the Registrar to the Issue for credit of REs not later

191
 than two working days prior to issue closing date, such that credit of REs in their demat account
takes place at least one day before issue closing date, thereby enabling them to renounce their
Rights Entitlements through Off Market Renunciation.

PLEASE NOTE THAT THE ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY
SHARES IN PHYSICAL FORM, AS APPLICABLE, AS ON RECORD DATE AND WHO HAVE
NOT FURNISHED THE DETAILS OF THEIR RESPECTIVE DEMAT ACCOUNTS TO THE
REGISTRAR OR OUR COMPANY AT LEAST TWO WORKING DAYS PRIOR TO THE
ISSUE CLOSING DATE, SHALL NOT BE ELIGIBLE TO MAKE AN APPLICATION FOR
RIGHTS EQUITY SHARES AGAINST THEIR RIGHTS ENTITLEMENTS WITH RESPECT
TO THE EQUITY SHARES HELD IN PHYSICAL FORM, AS APPLICABLE.

Last date for Application

The last date for submission of the duly filled in Application Form is [●]. Our Board or any committee
thereof may extend the said date for such period as it may determine from time to time, subject to the
provisions of the Articles of Association, and subject to the Issue Period not exceeding 30 days from the
Issue Opening Date (inclusive of the Issue Opening Date).

If the Application Form is not submitted with an SCSB, uploaded with the Stock Exchanges and together
with the amount payable is either (i) not blocked with an SCSB; or (ii) not received by the Bankers to
the Issue on or before the close of banking hours on the Issue Closing Date or such date as may be
extended by our Board or any committee thereof, the invitation to offer contained in the Letter of Offer
shall be deemed to have been declined and our Board or any committee thereof shall be at liberty to
dispose of the Equity Shares hereby offered, as provided under "Terms of the Issue - Basis of Allotment"
beginning on page 200 of this Draft Letter of Offer.

Please note that on the Issue Closing Date, Applications through ASBA process will be uploaded until
5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges.

Modes of Payment

All payments against the Application Forms shall be made only through ASBA facility. The Registrar
will not accept any payments against the Application Forms, if such payments are not made through
ASBA facility.

In case of Application through ASBA facility, the Investor agrees to block the entire amount payable on
Application with the submission of the Application Form, by authorizing the SCSB to block an amount,
equivalent to the amount payable on Application, in the Investor’s ASBA Account.

After verifying that sufficient funds are available in the ASBA Account details of which are provided in
the Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned
in the Application Form until the Transfer Date. On the Transfer Date, pursuant to the finalization of the
Basis of Allotment as approved by the Designated Stock Exchange, the SCSBs shall transfer such amount
as per the Registrar’s instruction from the ASBA Account into the Allotment Account which shall be a
separate bank account maintained by our Company, other than the bank account referred to in sub-section
(3) of Section 40 of the Companies Act, 2013. The balance amount remaining after the finalization of
the Basis of Allotment on the Transfer Date shall be unblocked by the SCSBs on the basis of the
instructions issued in this regard by the Registrar to the respective SCSB.

The Investors would be required to give instructions to the respective SCSBs to block the entire amount
payable on their Application at the time of the submission of the Application Form.

The SCSB may reject the application at the time of acceptance of Application Form if the ASBA
Account, details of which have been provided by the Investor in the Application Form does not have
sufficient funds equivalent to the amount payable on Application mentioned in the Application Form.
Subsequent to the acceptance of the Application by the SCSB, our Company would have a right to reject
the Application on technical grounds as set forth hereinafter.

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 Mode of payment for Resident Investors

All payments against the Application Forms shall be made only through ASBA facility. The Registrar
will not accept any payments against the Application Forms, if such payments are not made through
ASBA facility. Applicants are requested to strictly adhere to these instructions.

Mode of payment for Non-Resident Investors

As per Rule 7 of the FEMA Rules, RBI has given general permission to a person resident outside India
and having investment in an Indian company to make investment in rights equity shares issued by such
company subject to certain conditions. Further, as per the Master Direction on Foreign Investment in
India dated January 04, 2018 issued by RBI, non-residents may, amongst other things, subject to the
conditions set out therein (i) subscribe for additional shares over and above their rights entitlements; (ii)
renounce the shares offered to them either in full or part thereof in favour of a person named by them; or
(iii) apply for the shares renounced in their favour. Applications received from NRIs and non-residents
for allotment of Right Equity Shares shall be, amongst other things, subject to the conditions imposed
from time to time by RBI under FEMA in the matter of Application, refund of Application Money,
Allotment of Rights Equity Shares and issue of Rights Entitlement Letters/ letters of
Allotment/Allotment Advice. If a non-resident or NRI Investor has specific approval from RBI, or any
other governmental authority in connection with his shareholding in our Company, such person should
enclose a copy of such approval with the Application and send it to the Registrar. It will be the sole
responsibility of the investors to ensure that the necessary approval from the RBI or the governmental
authority is valid in order to make any investment in the Issue and the Lead Managers, and our Company
will not be responsible for any such allotments made by relying on such approvals.

In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be
opened. Any Application from a demat account which does not reflect the accurate status of the Applicant
is liable to be rejected at the sole discretion of our Company and the Lead Managers.

As regards Applications by Non-Resident Investors, the following conditions shall apply:

• Individual non-resident Indian Applicants who are permitted to subscribe to Rights Equity Shares by
applicable local securities laws can obtain Application Forms on the websites of the Registrar or our
Company.

Note:

In case of non-resident Eligible Equity Shareholders, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application
Form shall be sent to their e-mail addresses and upon its failure only to the Indian addresses of the non-resident Eligible Equity
Shareholders on a reasonable efforts basis if they have provided their Indian address to our Company or if they are located in
certain jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions. This Draft
Letter of Offer will be provided, only through e-mail, by the Registrar on behalf of our Company to the Eligible Equity Shareholders
who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the
Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a request in this regard.

Eligible Equity Shareholders can access the Letter of Offer, the Abridged Letter of Offer and the Application Form (provided that
the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under applicable securities laws) from the
websites of the Registrar, our Company, the Lead Managers and the Stock Exchanges. Further, Application Forms will be made
available at Corporate Office of our Company for the non-resident Indian Applicants. Our Board may at its absolute discretion,
agree to such terms and conditions as may be stipulated by RBI while approving the Allotment. The Rights Equity Shares purchased
by non-residents shall be subject to the same conditions including restrictions in regard to the repatriation as are applicable to
the original Equity Shares against which Rights Equity Shares are issued on rights basis.

• Application Forms will not be accepted from non-resident Investors in any jurisdiction where the offer
or sale of the Rights Entitlements and Rights Equity Shares may be restricted by applicable securities
laws.

• Payment by non-residents must be made only through ASBA facility and using permissible accounts in
accordance with FEMA, FEMA Rules and requirements prescribed by the RBI.

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• Eligible Non-Resident Equity Shareholders applying on a repatriation basis by using the Non-Resident
Forms should authorize their SCSB to block their Non-Resident External ("NRE") accounts, or Foreign
Currency Non-Resident ("FCNR") Accounts, and Eligible Non-Resident Equity Shareholders applying
on a non-repatriation basis by using Resident Forms should authorize their SCSB to block their Non-
Resident Ordinary ("NRO") accounts for the full amount payable, at the time of the submission of the
Application Form to the SCSB. Applications received from NRIs and non-residents for allotment of the
Rights Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI
under the FEMA in the matter of refund of Application Money, allotment of Rights Equity Shares and
issue of letter of allotment. If an NR or NRI Investors has specific approval from RBI, in connection with
his shareholding, he should enclose a copy of such approval with the Application Form.

• In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the
investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to the
Income-tax Act. In case Equity Shares are allotted on a non-repatriation basis, the dividend and sale
proceeds of the Equity Shares cannot be remitted outside India. Non-resident Renouncees who are not
Eligible Equity Shareholders must submit regulatory approval for applying for additional Equity Shares
in the Issue.

Allotment of the Rights Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN
BE ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY
ACCOUNT IN WHICH OUR EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE
RECORD DATE. FOR DETAILS, PLEASE REFER TO "ALLOTMENT ADVICES/ REFUND
ORDERS/UNBLOCKING OF ASBA ACCOUNTS" BEGINNING ON PAGE 201 OF THIS DRAFT
LETTER OF OFFER.

General instructions for Investors

a) Please read this Draft Letter of Offer and Application Form carefully to understand the
Application process and applicable settlement process.
b) In accordance with the SEBI ICDR Master Circular, the resident Eligible Equity Shareholders,
who hold Equity Shares in physical form as on Record Date and who have not furnished the
details of their demat account to the Registrar or our Company at least two Working Days prior
to the Issue Closing Date, shall not be eligible to make an Application for Rights Equity Shares
against their Rights Entitlements with respect to the equity shares held in physical form.
c) Please read the instructions on the Application Form sent to you.
d) The Application Form can be used by both the Eligible Equity Shareholders and the
Renouncees.
e) Application should be made only through the ASBA facility.
f) Application should be complete in all respects. The Application Form found incomplete with
regard to any of the particulars required to be given therein, and/or which are not completed in
conformity with the terms of this Draft Letter of Offer, Letter of Offer, the Abridged Letter of
Offer, the Rights Entitlement Letter and the Application Form are liable to be rejected.
g) In case of non-receipt of Application Form, Application can be made on plain paper mentioning
all necessary details as mentioned under the section "Applications on Plain Paper under ASBA
process" beginning on page 189 of this Draft Letter of Offer.
h) In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI ICDR Master Circular
and ASBA Circulars, all Investors desiring to make an Application in this Issue are mandatorily
required to use the ASBA process. Investors should carefully read the provisions applicable to
such Applications before making their Application through ASBA.
i) An Investor, wishing to participate in this Issue through the ASBA facility, is required to have
an ASBA enabled bank account with an SCSB, prior to making the Application.
j) Applications should be submitted to the Designated Branch of the SCSB or made
online/electronic through the website of the SCSBs (if made available by such SCSB) for
authorising such SCSB to block Application Money payable on the Application in their
respective ASBA Accounts. Please note that on the Issue Closing Date, Applications through

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 ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time) or such extended time
as permitted by the BSE.
k) Applications should not be submitted to the Bankers to the Issue, our Company or the Registrar
or the Lead Managers.
l) In case of Application through ASBA facility, Investors are required to provide necessary
details, including details of the ASBA Account, authorization to the SCSB to block an amount
equal to the Application Money in the ASBA Account mentioned in the Application Form.
m) All Applicants, and in the case of Application in joint names, each of the joint Applicants,
should mention their PAN allotted under the Income-tax Act, irrespective of the amount of the
Application. Except for Applications on behalf of the Central or the State Government, the
residents of Sikkim and the officials appointed by the courts, Applications without PAN will be
considered incomplete and are liable to be rejected. With effect from August 16, 2010, the demat
accounts for Investors for which PAN details have not been verified shall be "suspended for
credit" and no Allotment and credit of Rights Equity Shares pursuant to this Issue shall be made
into the accounts of such Investors.
n) In case of Application through ASBA facility, all payments will be made only by blocking the
amount in the ASBA Account. Cash payment or payment by cheque or demand draft or pay
order or NEFT or RTGS or through any other mode is not acceptable for application through
ASBA process. In case payment is made in contravention of this, the Application will be deemed
invalid.
o) For physical Applications through ASBA at Designated Branches of SCSB, signatures should
be either in English or Hindi or in any other language specified in the Eighth Schedule to the
Constitution of India. Signatures other than in any such language or thumb impression must be
attested by a Notary Public or a Special Executive Magistrate under his/her official seal. The
Investors must sign the Application as per the specimen signature recorded with the SCSB.
p) In case of joint holders and physical Applications through ASBA process, all joint holders must
sign the relevant part of the Application Form in the same order and as per the specimen
signature(s) recorded with the SCSB. In case of joint Applicants, reference, if any, will be made
in the first Applicant’s name and all communication will be addressed to the first Applicant.
q) All communication in connection with Application for the Rights Equity Shares, including any
change in address, contact details of the Eligible Equity Shareholders should be addressed to
the Registrar prior to the Date of Allotment in this Issue quoting the name of the first/sole
Applicant, folio numbers (for Eligible Equity Shareholders who hold Equity Shares in physical
form, as applicable, as on Record Date)/DP ID and Client ID and Application Form number, as
applicable. In case of any change in address, contact details of the Eligible Equity Shareholders,
the Eligible Equity Shareholders should also send the intimation for such change to the
respective Depository Participant, or to our Company or the Registrar in case of Eligible Equity
Shareholders holding Equity Shares in physical form, as applicable.
r) Only persons outside restricted jurisdictions and who are eligible to subscribe for Rights
Entitlement and Rights Equity Shares under applicable securities laws are eligible to participate.
s) Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein,
applications made through ASBA facility may be submitted at the Designated Branches of the
SCSBs. Application through ASBA facility in electronic mode will only be available with such
SCSBs who provide such facility.
t) In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 02, 2013, it is clarified that
for making applications by banks on their own account using ASBA facility, SCSBs should
have a separate account in own name with any other SEBI registered SCSB(s). Such account
shall be used solely for the purpose of making application in public/ rights issues and clear
demarcated funds should be available in such account for ASBA applications.
u) In case of change of status of holders, i.e., from resident to non-resident, a new demat account
must be opened. Any Application from a demat account which does not reflect the accurate
status of the Applicant is liable to be rejected at the sole discretion of our Company.

Additional general instructions for Investors in relation to making of an Application

a) Please read the instructions on the Application Form sent to you. Application should be complete in all
respects. The Application Form found incomplete with regard to any of the particulars required to be

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 given therein, and/or which are not completed in conformity with the terms of the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form are liable to be rejected.
The Application Form must be filled in English.
b) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all
necessary details as mentioned under the section entitled "Applications on Plain Paper under ASBA
process" beginning on page 189 of this Draft Letter of Offer.
c) Ensure that the demographic details such as address, PAN, DP ID, Client ID, folio number, bank account
details and occupation ("Demographic Details") are updated, true and correct, in all respects. Investors
applying under this Issue should note that on the basis of name of the Investors, DP ID and Client ID
provided by them in the Application Form or the plain paper Applications, as the case may be, the
Registrar will obtain Demographic Details from the Depository. Therefore, Investors applying under this
Issue should carefully fill in their Depository Account details in the Application. These Demographic
Details would be used for all correspondence with such Investors including mailing of the letters
intimating unblocking of bank account of the respective Investor and/or refund. The Demographic
Details given by the Investors in the Application Form would not be used for any other purposes by the
Registrar. Hence, Investors are advised to update their Demographic Details as provided to their
Depository Participants. The Allotment Advice and the e-mail intimating unblocking of ASBA
Account or refund (if any) would be e-mailed to the address of the Investor as per the e-mail
address provided to our Company or the Registrar or Demographic Details received from the
Depositories. The Registrar will give instructions to the SCSBs for unblocking funds in the ASBA
Account to the extent Equity Shares are not Allotted to such Investor. Please note that any such
delay shall be at the sole risk of the Investors and none of our Company, the SCSBs or Registrar
or shall be liable to compensate the Investor for any losses caused due to any such delay or be liable
to pay any interest for such delay. In case no corresponding record is available with the
Depositories that match three parameters, (a) names of the Investors (including the order of names
of joint holders), (b) DP ID, and (c) Client ID, then such Application Forms are liable to be rejected.
d) By signing the Application Forms, Investors would be deemed to have authorised the Depositories to
provide, upon request, to the Registrar, the required Demographic Details as available on its records.
e) Investors are required to ensure that the number of Equity Shares applied for by them do not exceed the
prescribed limits under the applicable law.
f) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.
g) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
ground.
h) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical
Application.
i) Do not pay the Application Money in cash, by money order, pay order or postal order.
j) Do not submit multiple Applications.
k) No investment under the FDI route requiring government approval will be allowed in the Issue unless
such application is accompanied with necessary approval or covered under a pre-existing approval from
the government. It will be the sole responsibility of the investors to ensure that the necessary approval or
the pre-existing approval from the government is valid in order to make any investment in the Issue. Our
Company will not be responsible for any allotments made by relying on such approvals.
l) An Applicant being an OCB is required not to be under the adverse notice of RBI and in order to apply
for this issue as an incorporated non-resident must do so in accordance with the FDI Circular 2020 and
Foreign Exchange Management (Non-Debt Instrument) Rules, 2019.

Do’s:
a) Ensure that the Application Form and necessary details are filled in.
b) Except for Application submitted on behalf of the Central or the State Government, residents of Sikkim
and the officials appointed by the courts, each Applicant should mention their PAN allotted under the
Income-tax Act.
c) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and
occupation ("Demographic Details") are updated, true and correct, in all respects.
d) Investors should provide correct DP ID and client ID/ folio number while submitting the Application.
Such DP ID and Client ID/ folio number should match the demat account details in the records available
with Company and/or Registrar, failing which such Application is liable to be rejected. Investor will be
solely responsible for any error or inaccurate detail provided in the Application. Our Company, the Lead

196
 Managers, the SCSBs or the Registrar will not be liable for any such rejections.

Don’ts:
a) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.
b) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
ground.
c) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical
Application.
d) Do not pay the Application Money in cash, by money order, pay order or postal order.
e) Do not submit multiple Applications.

Do’s for Investors applying through ASBA:

a) Ensure that the necessary details are filled in the Application Form including the details of the ASBA
Account
b) Ensure that the details about your Depository Participant and beneficiary account are correct and the
beneficiary account is activated as the Rights Equity Shares will be Allotted in the dematerialized form
only.
c) Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of the
correct bank account have been provided in the Application.
d) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including Additional
Rights Equity Shares) applied for} X {Application Money of Rights Equity Shares}) available in ASBA
Account mentioned in the Application Form before submitting the Application to the respective
Designated Branch of the SCSB.
e) Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable on
application mentioned in the Application Form, in the ASBA Account, of which details are provided in
the Application and have signed the same.
f) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.
g) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your
submission of the Application Form in physical form or plain paper Application.
h) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case the Application Form is submitted in
joint names, ensure that the beneficiary account is also held in same joint names and such names are in
the same sequence in which they appear in the Application Form and the Rights Entitlement Letter.
i) Ensure that your PAN is linked with Aadhaar, and you are in compliance with CBDT notification dated
Feb 13, 2020 and press release dated June 25, 2021 and September 17, 2021.

Don’ts for Investors applying through ASBA

a) Do not submit the Application Form after you have submitted a plain paper Application to a Designated
Branch of the SCSB or vice versa.
b) Do not send your physical Application to the Registrar, a branch of the SCSB which is not a Designated
Branch of the SCSB or our Company; instead submit the same to a Designated Branch of the SCSB only.
c) Do not apply if you are not eligible to participate in the Issue under the securities laws applicable to your
jurisdiction.
d) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process.
e) Do not submit Application Form using third party ASBA account.

Grounds for Technical Rejection

Applications made in this Issue are liable to be rejected on the following grounds:

a) DP ID, folio number and Client ID mentioned in Application does not match with the DP ID, folio
number and Client ID records available with the Registrar.
b) Details of PAN mentioned in the Application does not match with the PAN records available with the
Registrar.
c) Sending an Application to our Company, the Lead Managers, the Registrar, to a branch of a SCSB which
is not a Designated Branch of the SCSB.

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d) Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application
Money.
e) Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen
pursuant to regulatory orders.
f) Account holder not signing the Application or declaration mentioned therein.
g) Submission of more than one Application Form for Rights Entitlements available in a particular demat
account.
h) Multiple Application Forms, including cases where an Investor submits Application Forms along with a
plain paper Application.
i) Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or State
Government, the residents of Sikkim and the officials appointed by the courts).
j) Applications by persons not competent to contract under the Indian Contract Act, 1872, except
Applications by minors having valid demat accounts as per the Demographic Details provided by the
Depositories.
k) Applications by SCSB on own account, other than through an ASBA Account in its own name with any
other SCSB.
l) Application Forms which are not submitted by the Investors within the time periods prescribed in the
Application Form and the Letter of Offer.
m) Physical Application Forms not duly signed by the sole or joint Investors, as applicable.
n) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money order,
postal order or outstation demand drafts.
o) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim
relief then failure to attach a copy of such SEBI order allowing the Investor to subscribe to their Rights
Entitlements.
p) Applications which: (i) appears to our Company or its agents to have been executed in, electronically
transmitted from or dispatched from the United States (other than from persons in the United States who
are U.S. QIBs and QPs) or other jurisdictions where the offer and sale of the Equity Shares is not
permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the
Application Form, including to the effect that the person submitting and/or renouncing the Application
Form is (a) both a U.S. QIB and a QP, if in the United States or a U.S. Person or (b) outside the United
States and is a non-U.S. Person, and in each case such person is eligible to subscribe for the Equity Shares
under applicable securities laws and is complying with laws of jurisdictions applicable to such person in
connection with this Issue; and our Company shall not be bound to issue or allot any Equity Shares in
respect of any such Application Form.
q) Applications which have evidence of being executed or made in contravention of applicable securities
laws.
r) Application from Investors that are residing in U.S. address as per the depository records (other than in
reliance with Reg S).
s) Applicants not having the requisite approvals to make application in the Issue.

IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY
THROUGH THE ASBA PROCESS, TO RECEIVE THEIR RIGHTS EQUITY SHARES IN
DEMATERIALISED FORM AND TO THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING
PAN IN WHICH THE EQUITY SHARES ARE HELD BY THE INVESTOR AS ON THE RECORD
DATE. ALL INVESTORS APPLYING UNDER THIS ISSUE SHOULD MENTION THEIR
DEPOSITORY PARTICIPANT’S NAME, DP ID AND BENEFICIARY ACCOUNT NUMBER/ FOLIO
NUMBER IN THE APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN
IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE
DEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT
NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE
SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE
APPLICATION FORM OR PLAIN PAPER APPLICATIONS, AS THE CASE MAY BE.

a) Investors applying under this Issue should note that on the basis of name of the Investors, Depository
Participant’s name and identification number and beneficiary account number provided by them in the
Application Form or the plain paper Applications, as the case may be, the Registrar will obtain
Demographic Details from the Depository. Hence, Investors applying under this Issue should carefully
fill in their Depository Account details in the Application.

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b) These Demographic Details would be used for all correspondence with such Investors including mailing
of the letters intimating unblocking of bank account of the respective Investor and/or refund. The
Demographic Details given by the Investors in the Application Form would not be used for any other
purposes by the Registrar. Hence, Investors are advised to update their Demographic Details as provided
to their Depository Participants. By signing the Application Forms, the Investors would be deemed to
have authorised the Depositories to provide, upon request, to the Registrar, the required Demographic
Details as available on its records.

c) The Allotment Advice and the email intimating unblocking of ASBA Account would be emailed to the
address of the Investor as per the email address provided to our Company or the Registrar or
Demographic Details received from the Depositories. The Registrar will give instructions to the SCSBs
for unblocking funds in the ASBA Account to the extent Rights Equity Shares are not Allotted to such
Investor. Please note that any such delay shall be at the sole risk of the Investors and none of our
Company, the SCSBs or the Registrar shall be liable to compensate the Investor for any losses caused
due to any such delay or be liable to pay any interest for such delay.

d) In case no corresponding record is available with the Depositories that match three parameters, (a) names
of the Investors (including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary
account number, then such Application Forms s are liable to be rejected.

Multiple Applications

In case where multiple Applications are made using same demat account in respect of the same Rights Entitlement,
such Applications shall be liable to be rejected. A separate Application can be made in respect of Rights
Entitlements in each demat account of the Investors, and such Applications shall not be treated as multiple
applications. Similarly, a separate Application can be made against Equity Shares held in dematerialized form and
Equity Shares held in physical form, and such Applications shall not be treated as multiple applications. Further
supplementary Applications in relation to further Rights Equity Shares with/without using Additional Rights
Entitlement will not be treated as multiple application. A separate Application can be made in respect of each
scheme of a Mutual Fund registered with the SEBI and such Applications shall not be treated as multiple
applications. For details, please refer to "Investment by Mutual Funds" beginning on page 205 of this Draft Letter
of Offer.

In cases where multiple Applications are submitted, including cases where an (a) Investor submits Application
Forms along with a plain paper Application, or (b) multiple plain paper Applications, or (c ) multiple applications
through ASBA, such Applications shall be treated as multiple applications and are liable to be rejected (other than
multiple applications that may be submitted by any of the Promoters or members of the Promoter Group as
described in "Capital Structure – Intention and extent of participation by our Promoters and Promoter Group
in the Issue" beginning on page 48 of this Draft Letter of Offer.

Underwriting

The Issue is not underwritten.

Withdrawal of Application

An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period by
approaching the SCSB where application is submitted. However, no Investor, may withdraw their Application
post 5.00 p.m. (Indian Standard Time) on the Issue Closing Date.

Issue schedule

A. Last date for credit of Rights Entitlements [●]

B. Issue Opening Date [●]
C. Last date for On Market Renunciation* [●]
D. Issue Closing Date [●]

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E. Finalisation of Basis of Allotment (on or about) [●]
F. Date of Allotment (on or about) [●]
G. Date of credit (on or about) [●]
H. Date of listing (on or about) [●]
Note: Our Board may, however, decide to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the
Issue Opening Date (inclusive of the Issue Opening Date).
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date
**Investors are advised to ensure that the Application Forms are submitted on or before the Issue Closing Date. Further, no withdrawal of
Application shall be permitted by any Applicant after the Issue Closing Date.
Our Company, the Lead Managers and/or the Registrar to the Issue will not be liable for any loss on account of non-submission of Application
Forms or on before the Issue Closing Date.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form, as applicable, as on
Record Date, have not provided the details of their demat accounts to our Company or to the Registrar, they are
required to provide their demat account details to our Company or the Registrar not later than two clear Working
Days prior to the Issue Closing Date, i.e., [●] to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts, at least one day before the Issue
Closing Date, i.e., [●].

Basis of Allotment

Subject to the provisions contained in this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the
Application Form, the Rights Entitlement Letter, the Articles of Association of our Company and the approval of
the Designated Stock Exchange, our Board will proceed to allot the Rights Equity Shares in the following order
of priority:

a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlement either
in full or in part and also to the Renouncee(s) who has/have applied for Rights Equity Shares renounced
in its/their favor, in full or in part, as adjusted for fractional entitlement.

b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity
Shareholders with zero entitlement, would be given preference in allotment of one Additional Rights
Equity Share each if they apply for Additional Rights Equity Shares. Allotment under this head shall be
considered if there are any unsubscribed Rights Equity Shares after allotment under (a) above. If number
of Rights Equity Shares required for Allotment under this head are more than the number of Rights
Equity Shares available after Allotment under (a) above, the Allotment would be made on a fair and
equitable basis in consultation with the Designated Stock Exchange and will not be a preferential
allotment.

c) Allotment to the Eligible Equity Shareholders who have applied for the full extent of their Rights
Entitlement and have also applied for Additional Rights Equity Shares. The Allotment of such Additional
Rights Equity Shares shall be made as far as possible on an equitable basis having due regard to the
number of Equity Shares held by them on the Record Date, provided there are unsubscribed Rights Equity
Shares after making full Allotment under (a) and (b) above. The Allotment of such Equity Shares will be
at the sole discretion of our Board in consultation with the Designated Stock Exchange, as a part of the
Issue and will not be a preferential allotment.

d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour
and also have applied for Additional Rights Equity Shares provided there is surplus available after
making full Allotment under (a), (b) and (c) above. The Allotment of such Rights Equity Shares shall be
made on a proportionate basis in consultation with the Designated Stock Exchange, as part of the Issue
and will not be a preferential allotment.

e) Allotment to any other person that our Board may deem fit provided there is surplus available after
making Allotment under (a), (b), (c) and (d) above, and the decision of our Board in this regard shall be
final and binding.

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f) After taking into account Allotment to be made under (a) to (e) above, if there is any unsubscribed
portion, the same shall be deemed to be ‘unsubscribed’ for the purpose of Regulation 3(1)(b) of the SEBI
Takeover Regulations.

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Controlling Branches, a list of the ASBA Investors who have been Allotted Rights Equity Shares in the Issue,
along with:

a) The amount to be transferred from the ASBA Account to the separate bank account opened by our
Company for the Issue, for each successful ASBA Application;
b) The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and
c) The details of rejected ASBA Applications, if any, to enable the SCSBs to unblock the respective ASBA
Accounts.

Further, the list of Applicants eligible for refund with corresponding amount will also be shared with Banker to
the Issue to refund such Applicants.

In the event of over subscription, Allotment shall be made within the overall size of the Issue.

Allotment Advice/Refund Orders/ Unblocking of ASBA Accounts

Our Company will issue and send/dispatch Allotment Advice, refund intimations/instructions, if applicable or
demat credit of securities and/or letters of regret, by e-mail or registered post or speed post, only to the Eligible
Equity Shareholders who have provided Indian address; along with crediting the Allotted Rights Equity Shares to
the respective beneficiary accounts (only in dematerialised mode or in a demat suspense account (in respect of
Eligible Equity Shareholders holding Equity Shares in physical form, as applicable, on the Allotment Date) or
issue instructions for unblocking the funds in the respective ASBA Accounts, if any, within a period of 15 days
from the Issue Closing Date. In case of failure to do so, our Company shall pay interest at 15% p.a. and such other
rate as specified under applicable law from the expiry of such 15 days’ period.

The Rights Entitlements will be credited in the dematerialized form using electronic credit under the depository
system and the Allotment Advice shall be sent, through a mail, to the Indian mail address provided to our Company
or at the address recorded with the Depository.

In the case of non-resident Investors who remit their Application Money from funds held in the NRE or the FCNR
Accounts, unblocking and/or payment of interest or dividend and other disbursements, if any, shall be credited to
such accounts.

Where an Applicant has applied for Additional Rights Equity Shares in the Issue and is allotted a lesser number
of Rights Equity Shares than applied for, the excess Application Money paid/blocked shall be refunded/unblocked.
The unblocking of ASBA funds / refund of monies shall be completed be within such period as prescribed under
the SEBI ICDR Regulations. In the event that there is a delay in making refunds/unblocking of fund beyond such
period as prescribed under applicable law, our Company shall pay the requisite interest at such rate as prescribed
under applicable law.

The allotment advice or refund order (if any) or unblocking advice would be sent by e-mail or registered post or
speed post to the sole/ first Investor’s address provided by the Eligible Equity Shareholders to our Company but
the Applicant’s Depository Participant will provide to him the confirmation of the credit of such Rights Equity
Shares to the Applicant’s depository account. Such refund orders would be payable at par at all places where the
Applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in
favor of the sole/ first Investor. Adequate funds would be made available to the Registrar for this purpose.

Payment of Refund

Mode of making refunds

In case of Applicants not eligible to make an application through ASBA process, the payment of refund, if any,
including in the event of oversubscription or failure to list or otherwise would be done through any of the following

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modes:

(a) Unblocking amounts blocked using ASBA facility- The payment of refund, if any, including in the
event of oversubscription or failure to list or otherwise would be done through unblocking amounts
blocked using ASBA facility.

(b) NACH – National Automated Clearing House is a consolidated system of electronic clearing service.
Payment of refund would be done through NACH for Applicants having an account at one of the centres
specified by RBI, where such facility has been made available. This would be subject to availability of
complete bank account details including a Magnetic Ink Character Recognition (“MICR”) code
wherever applicable from the depository. The payment of refund through NACH is mandatory for
Applicants having a bank account at any of the centres where NACH facility has been made available by
RBI (subject to availability of all information for crediting the refund through NACH including the MICR
code as appearing on a cheque leaf, from the depositories), except where Applicant is otherwise disclosed
as eligible to get refunds through NEFT or Direct Credit or RTGS.

(c) National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be undertaken through NEFT
wherever the Investors’ bank has been assigned the Indian Financial System Code (“IFSC Code”), which
can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the
website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the Investors have registered their nine-digit MICR number and their bank account
number with the Registrar to our Company or with the Depository Participant while opening and
operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank
branch and the payment of refund will be made to the Investors through this method.

(d) Direct Credit – Investors having bank accounts with the Banker to the Issue shall be eligible to receive
refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne
by our Company.

(e) RTGS – If the refund amount exceeds ₹2,00,000, the Investors have the option to receive refund through
RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS are required
to provide the IFSC Code in the Application Form. In the event the same is not provided, refund shall be
made through NACH or any other eligible mode. Charges, if any, levied by the Refund Bank for the
same would be borne by our Company. Charges, if any, levied by the Investor’s bank receiving the credit
would be borne by the Investor.

(f) For all other Investors, the refund orders will be dispatched through speed post or registered post subject
to applicable laws. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour
of the sole/first Investor and payable at par.

(g) Credit of refunds to Investors in any other electronic manner, permissible by SEBI from time to time.

Refund payment to Non-residents

The Application Money will be unblocked in the ASBA Account of the non-resident Applicants, details of which
were provided in the Application Form.

Allotment Advice or Demat Credit

The demat credit of securities to the respective beneficiary accounts or the demat suspense account (pending with
IEPF authority/ in suspense, etc.) will be credited within 15 days from the Issue Closing Date or such other
timeline in accordance with applicable laws.

Right Equity Shares in Dematerialised Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO (A) THE SAME DEPOSITORY
ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY SUCH

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INVESTOR ON THE RECORD DATE, OR (B) THE DEPOSITORY ACCOUNT, DETAILS OF WHICH
HAVE BEEN PROVIDED TO OUR COMPANY OR THE REGISTRAR AT LEAST TWO CLEAR
WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE RESIDENT ELIGIBLE EQUITY
SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM, AS APPLICABLE, AS ON THE
RECORD DATE, OR (C) DEMAT SUSPENSE ACCOUNT PENDING RECEIPT OF DEMAT
ACCOUNT DETAILS FOR RESIDENT ELIGIBLE EQUITY SHAREHOLDERS HOLDING EQUITY
SHARES FORM/ WHERE THE CREDIT OF THE RIGHTS ENTITLEMENTS
RETURNED/REVERSED/FAILED.

Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form only. Our Company has
signed two agreements with the respective Depositories and the Registrar to the Issue, which enables the Investors
to hold and trade in the securities issued by our Company in a dematerialized form, instead of holding the Equity
Shares in the form of physical certificates:

a) Tripartite Agreement between our Company, National Securities Depository Limited and the Registrar
to the Company dated September 29, 2001.

b) Tripartite Agreement between our Company, Central Depository Service India Limited and the Registrar
to the Company dated September 27, 2001.

INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF OUR COMPANY CAN BE
TRADED ON THE STOCK EXCHANGE ONLY IN DEMATERIALISED FORM.

The procedure for availing the facility for Allotment of Rights Equity Shares in the Issue in the electronic form is
as under:

• Open a beneficiary account with any Depository Participant (care should be taken that the beneficiary
account should carry the name of the holder in the same manner as is registered in the records of our
Company. In the case of joint holding, the beneficiary account should be opened carrying the names of
the holders in the same order as registered in the records of our Company). In case of Investors having
various folios in our Company with different joint holders, the Investors will have to open separate
accounts for each such holding. Those Investors who have already opened such beneficiary account(s)
need not adhere to this step.
• It should be ensured that the depository account is in the name(s) of the Investors and the names are in
the same order as in the records of our Company or the Depositories.
• The responsibility for correctness of information filled in the Application Form vis-a-vis such
information with the Investor’s Depository Participant, would rest with the Investor. Investors should
ensure that the names of the Investors and the order in which they appear in Application Form should be
the same as registered with the Investor’s Depository Participant.
• If incomplete or incorrect beneficiary account details are given in the Application Form, the Investor will
not get any Rights Equity Shares and the Application Form will be rejected.
• The Rights Equity Shares will be allotted to Applicants only in dematerialized form and would be directly
credited to the beneficiary account as given in the Application Form after verification or demat suspense
account (pending receipt of demat account details for resident Eligible Equity Shareholders whose Equity
Shares are with IEPF authority/ in suspense, etc.). The allotment advice or refund order (if any) or
unblocking advice would be sent by e-mail or registered post or speed post to the sole/ first Investor’s
address provided by the Eligible Equity Shareholders to our Company but the Applicant’s Depository
Participant will provide to him the confirmation of the credit of such Rights Equity Shares to the
Applicant’s depository account.
• Renouncees will also have to provide the necessary details about their beneficiary account for Allotment
of Rights Equity Shares in the Issue. In case these details are incomplete or incorrect, the Application is
liable to be rejected.
• Non-transferable Allotment Advice/ refund orders will be sent directly to the Investors by the Registrar
to the Issue.
• Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be paid
to those Equity Shareholders whose names appear in the list of beneficial owners given by the Depository
Participant to our Company as on the date of the book closure.

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Resident Eligible Equity Shareholders, who hold Equity Shares in physical form and who have not
furnished the details of their demat account to the Registrar or our Company at least two Working Days
prior to the Issue Closing Date, shall not be able to apply in this Issue for further details, please refer to
"Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form" beginning
on page 191 of this Draft Letter of Offer.

Procedure for Applications by certain categories of Investors

Investment by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple
entities registered as foreign portfolio investors and directly and indirectly having common ownership of more
than 50% of common control)) shall be below 10% of our post-Issue Equity Share capital. In case the total holding
of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a
fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share
warrants that may be issued by our Company, the total investment made by the FPI or investor group will be re-
classified as FDI subject to the conditions or restrictions as specified by SEBI and RBI in this regard.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be
specified by the GoI from time to time. The FPIs who wish to participate in the Issue are advised to use the ASBA
Form for non-residents. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and
approvals in terms of Regulation 21 of the SEBI FPI Regulations, only Category I FPIs, may issue, subscribe to
or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument,
by whatever name called, which is issued overseas by an FPI against securities held by it that are listed or proposed
to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly, only in the event
(i) such offshore derivative instruments are issued only to persons registered as Category I FPI under the SEBI
FPI Regulations; (ii) such offshore derivative instruments are issued only to persons who are eligible for
registration as Category I FPIs (where an entity has an investment manager who is from the Financial Action Task
Force member country, the investment manager shall not be required to be registered as a Category I FPI); (iii)
such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv)
compliance with other conditions as may be prescribed by SEBI.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:
1. such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI
Regulations; and
2. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre – approved by the FPI.

No investment under the FDI route will be allowed in the Issue unless such application is accompanied with
necessary approval or covered under a pre-existing approval.

All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in
Indian Rupees only and net of bank charges and commission.

Investment by Systemically Important Non-Banking Financial Companies (NBFC – SI)

In case of an application made by Systemically Important NBFCs registered with the RBI, (a) the certificate of
registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (b) net worth certificates from its
statutory auditors or any independent chartered accountant based on the last audited financial statements is
required to be attached to the application.

Investment by AIFs, FVCIs, VCFs and FDI route

The SEBI (Venture Capital Funds) Regulations, 1996, as amended ("SEBI VCF Regulations") and the SEBI

204
(Foreign Venture Capital Investor) Regulations, 2000, as amended ("SEBI FVCI Regulations") prescribe, among
other things, the investment restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI (Alternative
Investments Funds) Regulations, 2012 ("SEBI AIF Regulations") prescribe, among other things, the investment
restrictions on AIFs.

As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to
invest in listed companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not
be accepted in this Issue.

Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not permitted to
invest in listed companies pursuant to rights issues. Accordingly, applications by venture capital funds registered
as category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in this Issue. Other categories of
AIFs are permitted to apply in this Issue subject to compliance with the SEBI AIF Regulations.

Such AIFs having bank accounts with SCSBs that are providing ASBA in cities / centres where such AIFs are
located are mandatorily required to make use of the ASBA facility. Otherwise, applications of such AIFs are liable
for rejection.

Applications will not be accepted from FPIs in restricted jurisdictions.

FPIs which are QIBs, Non-Institutional Investors or whose application amount exceeds ₹2 lakhs can participate
in the Rights Issue only through the ASBA process. Further, FPIs which are QIB applicants and Non-Institutional
Investors are mandatorily required to use ASBA, even if application amount does not exceed ₹2 lakhs.

Investment by NRIs

Investments by NRIs are governed by Rule 12 of FEMA Rules. Applications will not be accepted from NRIs in
Restricted Jurisdictions.

NRIs may please note that only such Applications as are accompanied by payment in free foreign exchange shall
be considered for Allotment under the reserved category. The NRIs who intend to make payment through NRO
counts shall use the Application form meant for resident Indians and shall not use the Application forms meant
for reserved category.

As per Rule 12 of the FEMA Rules read with Schedule III of the FEMA Rules, an NRI or OCI may purchase or
sell capital instruments of a listed Indian company on repatriation basis, on a recognised stock exchange in India,
subject to the conditions, inter alia, that the total holding by any individual NRI or OCI will not exceed 5% of the
total paid-up equity capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of
debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs
and OCIs put together will not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not
exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants. The aggregate
ceiling of 10% may be raised to 24%, if a special resolution to that effect is passed by the general body of the
Indian company.

Further, in accordance with Press Note 3 of 2020, the FDI Policy ("Press Note") has been recently amended to
state that all investments by entities incorporated in a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country ("Restricted
Investors"), will require prior approval of the Government of India. It is not clear from the Press Note whether or
not an issuance of the Right Shares to Restricted Investors will also require a prior approval of the Government
of India and each Investor should seek independent legal advice about its ability to participate in the Issue. In the
event such prior approval of the Government of India is required, and such approval has been obtained, the
Investor shall intimate our Company and the Registrar about such approval within the Issue Period.

Investment by Mutual Funds

Applications made by asset management companies or custodians of Mutual Funds should clearly and specifically
state names of the concerned schemes for which such Applications are made.

205
In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Applications provided that the Applications clearly indicate the scheme concerned for which
the Application has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case
of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more
than 10% of any company’s paid-up share capital carrying voting rights.

Procedure for applications by Systemically Important NBFCs

In case of application made by Systemically Important NBFCs registered with the RBI, (i) the certificate of
registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (ii) networth certificate from its
statutory auditors or any independent chartered accountant based on the last audited financial statements is
required to be attached to the application.

Payment by stock invest

In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 05, 2003, the stock invest
Scheme has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of Section 38 of
the Companies Act, 2013 which is reproduced below:

"Any person who:

i. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
ii. makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
iii. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under Section 447. "

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
₹ 10 lakhs or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to ten years (provided that where the fraud involves public interest,
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount. Where such fraud (i) involves an amount which is less than ₹ 10 lakhs
or 1% of the turnover of the Company, whichever is lower, and (ii) does not involve public interest, then such
fraud is punishable with imprisonment for a term extending up to five years or fine of an amount extending up to
₹ 50 lakhs or with both.

Disposal of Applications and Application Money

No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branch of the SCSBs receiving the Application Form will acknowledge its receipt by stamping and
returning the acknowledgment slip at the bottom of each Application Form. Our Board reserves its full,
unqualified and absolute right to accept or reject any Application, in whole or in part, and in either case without
assigning any reason thereto.

In case an Application is rejected in full, the whole of the Application Money will be unblocked in the respective
ASBA Accounts, in case of Applications through ASBA. Wherever an Application is rejected in part, the balance
of Application Money, if any, after adjusting any money due on Rights Equity Shares Allotted, will be unblocked
in the respective ASBA Accounts of the Investor within a period of 4 days from the Issue Closing Date and
refunded in the respective bank accounts from which Application Money was received on or beforeT+1 day (T
being the date of finalisation of Basis of Allotment) In case of failure to do so, our Company shall pay interest at

206
such rate and within such time as specified under applicable law.

For further instructions, please read the Application Form carefully.

Utilization of Issue Proceeds

Our Board of Directors declares that:

a) All monies received out of the Issue shall be transferred to a separate bank account;
b) Details of all monies utilized out of the Issue referred to in clause (a) above shall be disclosed, and shall
continue to be disclosed until the time any part of the Issue Proceeds remains unutilized, under an
appropriate separate head in the balance sheet of our Company indicating the purpose for which such
monies have been utilized;
c) Details of all unutilized monies out of the Issue referred to in clause (a) above, if any, shall be disclosed
under an appropriate separate head in the balance sheet of our Company indicating the form in which
such unutilized monies have been invested; and
d) Our Company may utilize the funds collected in the Issue only after final listing and trading approvals
for the Rights Equity Shares Allotted in the Issue is received.

Undertakings by our Company

Our Company undertakes the following:

a) The complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily.
b) All steps for completion of the necessary formalities for listing and commencement of trading at all Stock
Exchange where the Rights Equity Shares are to be listed will be taken within the time prescribed by the
SEBI.
c) The funds required for unblocking to unsuccessful Applicants as per the mode(s) disclosed shall be made
available to the Registrar by our Company.
d) Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to
the Investor within 15 days of the Issue Closing Date, giving details of the banks where refunds shall be
credited along with amount and expected date of electronic credit of refund.
e) No further issue of securities shall be made until the Rights Equity Shares are listed or until the
Application Money is refunded on account of non-listing, under subscription, etc. other than as disclosed
in accordance with Regulation 97 of SEBI ICDR Regulations.
f) In case of unblocking of the application amount for unsuccessful Applicants or part of the application
amount in case of proportionate Allotment, a suitable communication shall be sent to the Applicants.
g) Adequate arrangements shall be made to collect all ASBA Applications.
h) At any given time, there shall be only one denomination for the Rights Equity Shares of our Company.
i) As on date our Company does not have any convertible debt instruments.
j) Our Company shall comply with all disclosure and accounting norms specified by the SEBI from time
to time.
k) Our Company accepts full responsibility for the accuracy of information given in this Draft Letter of
Offer and confirms that to the best of its knowledge and belief, there are no other facts the omission of
which makes any statement made in this Draft Letter of Offer misleading and further confirms that it has
made all reasonable enquiries to ascertain such facts.

Minimum Subscription

Our Promoter vide its letter dated September 30, 2024 (the “Subscription Letter”), has undertaken to: (a)
subscribe, to the full extent of its Rights Entitlement and subscribe to the full extent of any Rights Entitlement
that may be renounced in its favour by any Promoter Group member or may renounce its Rights Entitlements in
part or full to the Promoter Group members; and (b) subscribe for additional Rights Equity Shares, including
subscribing to unsubscribed portion (if any) in the Issue. Such subscription, if any, to be made by us, shall be in
accordance with Regulation 3 of the Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeover) Regulations, 2011, as amended (the “Takeover Code”) and the exemption under Regulation 10(4)
of Takeover Code. Further, such subscription shall not result in breach of minimum public shareholding
requirement stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure

207
Requirements) Regulations, 2015 and the Securities Contracts (Regulation) Rules, 1957, as amended.

Since our Promoter has decided to subscribe to the full extent of their Rights Entitlements or renounce its Rights
Entitlements in part or full to the Promoter Group members as permissible by law, the minimum subscription
criteria provided under Regulation 86 (1) of the SEBI ICDR Regulations will not apply.

Filing

SEBI vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth
Amendment) Regulations, 2020 has amended Regulation 3(b) of the SEBI ICDR Regulations as per which the
threshold for filing of Draft Letter of Offer with SEBI for rights issues has been increased. The threshold of the
rights issue size under Regulation 3 (b) of the SEBI ICDR Regulations has been increased from Rupees one
thousand lakhs to Rupees five thousand lakhs. Since the size of this Issue falls above this threshold, this Draft
Letter of Offer has been filed with BSE and with SEBI.

Withdrawal of the Issue

Subject to provisions of the SEBI ICDR Regulations, the Companies Act and other applicable laws, Our
Company, reserves the right not to proceed with the Issue at any time before the Issue Opening Date without
assigning any reason thereof.

If our Company withdraws the Issue any time after the Issue Opening Date, a public notice within two (2) Working
Days of the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not
proceeding with the Issue shall be issued by our Company. The notice of withdrawal will be issued in the same
newspapers where the pre-Issue advertisement has appeared and the Stock Exchange will also be informed
promptly.

The Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within one (1) working Day
from the day of receipt of such instruction. Our Company shall also inform the same to the Stock Exchanges.

If our Company withdraws the Issue at any stage including after the Issue Closing Date and subsequently decides
to proceed with an Issue of the Equity Shares, our Company will file a fresh offer document with the stock
exchange where the Equity Shares may be proposed to be listed.

Investor Grievances, Communication and Important Links

Please read this Draft Letter of Offer carefully before taking any action. The instructions contained in the
Application Form, Abridged Letter of Offer and the Rights Entitlement Letter are an integral part of the conditions
of the Letter of Offer and must be carefully followed; otherwise, the Application is liable to be rejected. It is to be
specifically noted that this Issue of Rights Equity Shares is subject to the risk factors mentioned in "Risk Factors"
beginning on page 22 of this Draft Letter of Offer.

All enquiries in connection with this Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer or Application
Form and the Rights Entitlement Letter must be addressed (quoting the Registered Folio Number or the DP and
Client ID number, the Application Form number and the name of the first Eligible Equity Shareholder as
mentioned on the Application Form and super scribed "[●]" on the envelope to the Registrar at the following
address:

Bigshare Services Private Limited

Office No. S6-2, 6th Floor,
Pinnacle Business Park,
Next to Ahura Centre,
Mahakali Caves Road,
Andheri (East) Mumbai 400 093
Telephone: +91 22 6263 8200
Email: [email protected]
Website: www.bigshareonline.com
Investor grievance e-mail: [email protected]

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Contact Person: Suraj Gupta
SEBI Registration No.: INR000001385
Validity of Registration: Perpetual

In accordance with SEBI ICDR Master Circular, frequently asked questions and online/ electronic dedicated
investor helpdesk for guidance on the Application process and resolution of difficulties faced by the Investors will
be available on the website of the Registrar www.bigshareonline.com. Further, the helpline number provided by
the Registrar for guidance on the Application process and resolution of difficulties is +91 22 6263 8200/22.

The Investors can visit following links for the below-mentioned purposes:
• Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on the
Application process and resolution of difficulties faced by the Investors: www.bigshareonline.com
• Updation of Indian address/ email address/ mobile number in the records maintained by the Registrar or
our Company i.e. www.bigshareonline.com
• Updation of demat account details by Eligible Equity Shareholders holding shares in physical form, as
applicable: www.bigshareonline.com and
• Submission of self-attested PAN, client master sheet and demat account details by non-resident Eligible
Shareholders [●]

The Issue will remain open for minimum period of 15

7 days. However, our Board will have the right to extend the
Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date
(inclusive of the Issue Closing Date).

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 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of
India and FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA
regulates the precise manner in which such investment may be made. The Union Cabinet, as provided in the
Cabinet Press Release dated May 24, 2017, has given its approval for phasing out the FIPB. Under the Industrial
Policy, 1991, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian
economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. Accordingly, the process for foreign direct investment ("FDI")
and approval from the Government of India will now be handled by the concerned ministries or departments, in
consultation with the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (formerly known as the Department of Industrial Policy and Promotion)
("DPIIT"), Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated
June 5, 2017, has notified the specific ministries handling relevant sectors.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”), which, with effect from
October 15, 2020, consolidated and superseded all previous press notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect as on October 15, 2020. The Government proposes to update the
consolidated circular on FDI policy once every year and therefore, FDI Policy will be valid until the DPIIT issues
an updated circular. Further, the sectoral cap applicable to the sector in which our Company operates is 100%
which is permitted under the automatic route.

The Government has from time to time made policy pronouncements on FDI through press notes and press
releases which are notified by RBI as amendments to FEMA. In case of any conflict, the relevant notification
under Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 will prevail. The payment of inward
remittance and reporting requirements are stipulated under the Foreign Exchange Management (Mode of Payment
and Reporting of Non-Debt Instruments) Regulations, 2019 issued by RBI.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company falls under the automatic route as provided in the FDI
Policy and FEMA and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-
resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with
the guidelines prescribed by SEBI and RBI.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which
shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen
of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the
FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign
direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within
the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval
of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made
a similar amendment to the FEMA Rules. Pursuant to the Foreign Exchange Management (Non-debt Instruments)
(Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as
an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such
bank of fund in India.

Please also note that pursuant to Circular no. 14 dated September 16, 2003, issued by RBI, Overseas Corporate
Bodies (“OCBs”) have been derecognized as an eligible class of investors and RBI has subsequently issued the
Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of RBI and in order
to apply for the issue as an incorporated non-resident must do so in accordance with the FDI Policy and Foreign
Exchange Management (Non-Debt Instrument) Rules, 2019. Further, while investing in the Issue, the Investors
are deemed to have obtained the necessary approvals, as required, under applicable laws and the obligation to
obtain such approvals shall be upon the Investors. Our Company shall not be under an obligation to obtain any

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approval under any of the applicable laws on behalf of the Investors and shall not be liable in case of failure on
part of the Investors to obtain such approvals.

The above information is given for the benefit of the Applicants / Investors. Our Company and the Lead Manager
are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Letter of Offer. Investors are advised to make their independent investigations and ensure
that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.

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 SECTION VIII – STATUTORY AND OTHER INFORMATION

Please note that the Rights Equity Shares applied for under this Issue can be allotted only in dematerialized form
and to (a) the same depository account/ corresponding pan in which the Equity Shares are held by such Investor
on the Record Date, or (b) the depository account, details of which have been provided to our Company or the
Registrar at least two working days prior to the Issue Closing Date by the Eligible Equity Shareholder holding
Equity Shares in physical form as on the Record Date.

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 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following documents and contracts (not being contracts entered into in the ordinary course of business carried
on by our Company or entered into more than two years prior to the date of this Letter of Offer) which are or may
be deemed material have been entered or are to be entered into by our Company. Copies of these documents for
inspection referred to hereunder, will be made available at our Registered Office between 10:30 am to 5:00 pm
on all working days from the date of this Draft Letter of Offer until the Issue Closing Date.

A. Material Contracts for the Issue

1. Registrar Agreement dated September 30, 2024 between our Company and the Registrar to the Issue.

2. Issue Agreement dated September 30, 2024 between our Company and the Lead Manager

3. Bankers to the Issue Agreement dated [•] among our Company, the Registrar to the Issue and the Bankers
to the Issue.

4. Monitoring Agency Agreement dated [•] between our Company and the Monitoring Agency.

B. Material Documents in Relation to the Issue

1. Certified copies of the updated Memorandum of Association and Articles of Association of our
Company.

2. Certificate of Incorporation dated November 19, 1986 under the name “Sunshield Chemicals Private
Limited”

3. Fresh Certificate of Incorporation dated May 28, 1992 under the name of “Sunshield Chemicals
Limited”.

4. Copy of Prospectus in respect of the initial public offering of Equity Shares by our Company.

5. Draft Letter of Offer dated May 24, 2006 and Letter of Offer dated November 03 2006 issued pursuant
to the first rights issue of our Company

6. Copy of the Letter of Offer dated March 11, 2005 issued by the Acquirers in respect of the Open Offer
to the shareholders of Sunshield Chemicals Limited

7. Copy of the Letter of offer dated November 27, 2012 issued by the Acquirers in respect of the Open
Offer to the shareholders of Sunshield Chemicals Limited

8. Copy of the Draft Letter of Offer dated October 26, 2021 and Letter of Offer dated November 30, 2021
issued by the Acquirers in respect of the Open Offer to the shareholders of Sunshield Chemicals Limited.

9. Resolution of the Board of Directors at its meeting held on August 09, 2024 approving the Rights Issue.

10. Circular Resolution of the Board of Directors dated September 30, 2024 approving and adopting the
Draft Letter of Offer.

11. Resolution of the Board of Directors dated [•] approving and adopting the Letter of Offer.

12. Resolution of the Rights Issue Committee of the Board of Directors dated [•], finalizing the terms of the
Issue including Issue Price, Record Date and Rights Entitlement Ratio.

13. Consents of our Promoters, Directors, Company Secretary and Compliance Officer, Chief Financial
Officer, Independent Chartered Account, Statutory Auditor, Bankers to our Company, Bankers to the
Issue, Lead Manager, Legal Advisor, Monitoring Agency and the Registrar to the Issue for inclusion of
their named in this Draft Letter of Offer to act in their respective capacities.

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 14. Consent letter dated September 30, 2024, from our Statutory Auditors, namely, CNK & Associates LLP,
Chartered Accountants, to include their name in this Draft Letter of Offer, as an “expert” as defined under
section 2(38) of the Companies Act, 2013 in respect of the 2023 Audited Consolidated Financial
Statements, the audit reports in respect of the 2023 Audited Consolidated Financial Statements, and the
reports issued by them, and the statement of special tax benefits dated September 30, 2024, included in
this Draft Letter of Offer.

15. Copy of Audit Consolidated Financial Statement (Report) of our Company for the financial year 2023 -
2024.

16. Limited Review Report of our Company for 3 months period ending on June 30, 2024.

17. Annual Reports of the Company for the past three years.

18. Statement of Tax Benefits dated September 30, 2024 issued by Statutory Auditor, included in this Draft
Letter of Offer.

19. Tripartite Agreement dated September 29, 2001 between our Company, NSDL and the Registrar to the
Company.

20. Tripartite Agreement dated September 27, 2001 between our Company, CDSL and Registrar to the
Company.

21. In-principal approval issued by the BSE dated [•].

22. Due diligence certificate dated [•] addressed to SEBI from the Lead Manager.

23. SEBI observation letter number [•] dated [•].

Any of the contracts or documents mentioned in this Draft Letter of Offer may be amended or modified at any
time, if so required, in the interest of our Company or if required by the other parties, without reference to the
Eligible Equity Shareholders, subject to compliance with applicable law.

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 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-__________________________________
Mr Jeet Malhotra
Managing Director and CEO
Date: September 30, 2024
Place: Mumbai

215
 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-__________________________________
Mr Anand Parihar
Non-Executive Director
Date: September 30, 2024
Place: Mumbai

216
 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-__________________________________
Mrs Maya Parihar Malhotra
Chairperson & Non-Executive Director
Date: September 30, 2024
Place: Mumbai

217
 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-__________________________________
Mr Ranjal Laxmana Shenoy
Non-Executive - Independent Director
Date: September 30, 2024
Place: Mumbai

218
 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-__________________________________
Mrs Aruna Soman
Non-Executive - Independent Director
Date: September 30, 2024
Place: Mumbai

219
 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-__________________________________
Mr Ajit Shah
Non-Executive - Independent Director
Date: September 30, 2024
Place: Mumbai

220
 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sd/-__________________________________
Mr Cyrus Poonevala
Non-Executive - Independent Director
Date: September 30, 2024
Place: Mumbai

221
 DECLARATION

I hereby certify that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, the SEBI Act, or the rules made thereunder, or regulations issued thereunder, as the case may be.
I further certify that all the legal requirements connected with the Issue as also the regulations, guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have
been duly complied with.

I further certify that all disclosures made in this Draft Letter of Offer are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Sd/-__________________________________
Mr Ashish Kumar Agarwal
Chief Financial Officer
Date: September 30, 2024
Place: Mumbai

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